The Legal 500

Providing ‘consistently high levels of service’, Cravath, Swaine & Moore LLP is ‘always available and always on top of the market’: the ‘premier leveraged finance firm in the business’. It acts for a number of major banks including Citigroup and Morgan Stanley on leveraged and investment grade acquisition lending, asset-based financings and leveraged spin-offs. It is the ‘go-to’ team for a number of private equity clients on the borrower side. Tatiana Lapushchik advised JPMorgan, HSBC and Bank of America on a $15bn credit facility provided to UTC for its acquisition of Goodrich. The ‘incredibly smart and commercial’ Michael Goldman ‘knows how to negotiate, knows what is important, and can cut through the underbrush to the key issues’. He led a team that represented Credit Suisse and HSBC on an innovative deal as agents and arrangers of $5bn of senior secured and unsecured bank and bridge commitments made available to Reynolds Group Holdings to finance its acquisition of Graham Packaging. Goldman also acted for Credit Suisse and Goldman Sachs on a $1.1bn senior secured credit facility for Terex to finance its successful unsolicited tender offer for Demag Cranes. Other recommended attorneys include James Cooper, B Robbins Kiessling and C Allen Parker. Up-and-coming individuals include George Zobitz and Paul Zumbro.

Simpson Thacher & Bartlett LLP is ‘very client focused, very responsive to the client’s needs great at solving problems’, and has ‘strong business acumen and industry knowledge’. The firm opened a new office in Houston in April 2011 as part of its strategy to develop oil and gas expertise, with Robert Rabalais joining from Vinson & Elkins L.L.P. to head the new venture. The practice is noted for its expertise in borrower representation, drawn from close relationships with private equity clients such as KKR, Blackstone and Carlyle. On the lender side, the team has a number of prominent clients such as JPMorgan, Barclays Capital and UBS. A successful 2011 saw Jennifer Hobbs’ team act for Kinder Morgan as borrower of over $13bn of committed debt facilities to finance a portion of the consideration for its $38bn acquisition of El Paso. Well-respected partner James Cross led the advice to KKR as borrower in its $2.3bn purchase of Capsugel from Pfizer. On the lender side, William Sheehan and Francis Huck represented JPMorgan and Greenhill in the $20bn financing of AT&T’s acquisition of T-Mobile, which involved a one-year unsecured bridge term facility. Recommended individuals include ‘first-rate’ practice head Patrick Ryan and new addition Christopher Brown in Washington, who has expertise in leveraged financings for private equity and other borrower clients.

Cahill Gordon & Reindel is of ‘extremely high quality; the ‘tremendously responsive’ team includes ‘some of the hardest-working lawyers in the business’. While smaller than some of its rivals, it has comparable quality and expertise, including a niche in bank side leveraged loan matters. Another key area of expertise is high yield bonds, in which the firm has a market-leading position. Jonathan Schaffzin and James Robinson represented Bank of America as administrative agent and Merrill Lynch and others as lead arrangers on a $575m credit facility for Indigold Corporation. Douglas Horowitz led the advice to Bank of America Merrill Lynch and others as lead arrangers, and to Bank of America as administrative agent in HCA’s $2.5bn asset-based revolving credit facility. Other high-profile matters included advising debt financing sources on the buyout of CommScope by Carlyle, and representing the debt financing sources in the $5.3bn buyout of Del Monte. Recommended partners include Susanna Suh and Corey Wright, who are both ‘brilliant, and emblematic of all the firm’s strengths’. ‘Industry icon’ William Hartnett ‘runs a very tight ship and all of his lawyers know what is expected and deliver very high levels of client service’. He is ‘universally trusted by bankers and the private equity community’. John Tripodoro is ‘incredibly hardworking, smart, thoughtful and a pleasure to work with’.

Davis Polk & Wardwell LLP’s team is actively involved in the bank lending market, advising financial institutions and borrowers on matters including corporate finance transactions, leveraged finance and investment grade acquisition financings. Notable clients include Bank of America Merrill Lynch, Barclays, BNP Paribas, Deutsche Bank, Delta Air Lines, PepsiCo and Ford. ‘Wonderful bank finance lawyer’ and ‘great person’ Bradley Smith led a team acting for JPMorgan, Morgan Stanley and Citigroup as joint lead arrangers, and for JPMorgan as administrative agent on a $2bn senior bridge loan facility to Applied Materials for its acquisition of Varian Semiconductor Equipment. In a further significant transaction, the firm represented Bank of America Merrill Lynch and JPMorgan as lead arrangers of a $4bn unsecured, investment grade bridge facility to Cliffs Natural Resources for its acquisition of Consolidated Thompson Iron Mines. On the borrower side, a team led by Joseph Hadley acted for Charles River Laboratories on its $900m third amended and restated credit agreement, and also on the implementation of a new accelerated stock repurchase program to repurchase $150m of common stock. Hadley and James Florack head the team, while other recommended partners include Lawrence Wieman and Jason Kyrwood.

Latham & Watkins LLP’s ‘solid’ team is led by well-respected attorneys John Mendez, and Michele Penzer in New York and has a good geographic spread across New York, Charlotte, Chicago and Houston. It has a significant practice on the lender side, and represented Barclays as mandated lead arranger and bookrunner in the committed acquisition financing of $13bn for Kinder Morgan’s El Paso acquisition. The firm also represented Deutsche Bank, Nomura and BBVA among others in providing $1.2bn senior secured credit facilities for Grifols for its acquisition of Talecris Biotherepeutics Holdings. On the borrower side, a team led by Craig Kornreich in Houston acted for Buckeye Partners and Buckeye Energy Services as sponsors of a $1.3bn credit facility and inventory financing. John Jameson in Los Angeles acted for Safeway as borrower of $1.5bn in revolving credit facilities, and for Owens-Illinois as borrower in a $2bn senior secured credit facility matter. Other recommended partners include Brad Kotler in Chicago and Melissa Alwang in New York. Notable arrivals in 2011 included Catherine Ozdogan, who strengthens the firm’s lending capabilities in the energy arena in Houston, and regulatory expert Alan Avery in New York.

Shearman & Sterling LLP’s ‘very knowledgeable, responsive and attentive’ team acts predominantly on the lender side, where Maura O’Sullivan’s team represents clients such as Bank of America Merrill Lynch, Citigroup and Morgan Stanley. Borrower work is also a feature; clients in this space include Toyota and Dow. Highlights in 2011 included acting for Bank of America, Pierce Fenner & Smith, UBS Securities and Morgan Stanley Senior Funding as joint lead arrangers and joint book managers on a $2bn bridge loan and senior term loan for Peabody Energy in its acquisition of Macarthur Coal. Steven Sherman led a group that acted for NASDAQ OMX on its $1.2bn refinancing, which involved a number of significant regulatory aspects and was agented by Bank of America. Monica Holland ‘really cares about executing a good deal’, and typically represents senior lenders and borrowers in domestic and cross-border matters. Constance Fratianni is also recommended. Highly respected veteran William Hirschberg retired, and key partner Michael Baker was a significant loss to Paul Hastings LLP. However, ‘energetic and capable’ lawyer Joshua Thompson was made up to partner; he specialises in complex financings and other leveraged lendings.

Milbank, Tweed, Hadley & McCloy LLP’s ten-partner team is split between New York and Washington DC, and is led by ‘terrific lawyer’ Marc Hanrahan. The firm has notable strength in leveraged finance, with particular expertise in first and second lien loan facilities, unsecured loans and bonds, and asset-based and cash flow-based financings. High-profile clients include Bank of America, Credit Suisse and Deutsche Bank. The team acted for BBVA Securities, Citigroup Global Markets, HSBC Securities and Santander Investment Securities as the joint lead arrangers and bookrunners on a $1.1bn syndicated loan facility for the refinancing of Mexican-based company Tenedora Nemak. Recommended partners include William Mahoney and Michael Bellucci in New York, and Winthrop Brown in Washington DC.

Skadden, Arps, Slate, Meagher & Flom LLP’s leveraged finance team has good geographic coverage, with offices in Los Angeles, Chicago and New York. It acts predominantly on the sponsor side in transactions but has grown its lender side work in recent years. Significant clients include JPMorgan Chase and Veritas Capital, and it has expertise in areas such as leveraged financings, first and second lien loan facilities, leveraged recapitalization, asset-backed financings and mezzanine investment grade financings. Mandates in 2011 included acting for Apax on the $1.3bn acquisition financing for its acquisition of a majority stake in ASM from JW Childs and Merrill Lynch. Kristine Dunn led a team which represented Alexandria Real Estate Equities in a deal involving $2.3bn of senior unsecured credit facilities arranged by Bank of America, a $250m senior unsecured term loan facility from Citigroup and a $750m unsecured term loan refinancing transaction. Well-respected attorney Sal Guerrera led advice to Credit Suisse as administrative agent on a $3.5m term loan facility for Hanley Wood. Recommended individuals include group head Sarah Ward, who is an ‘asset to any deal’, Seth Jacobson and Gregory Robins.

Weil, Gotshal & Manges LLP’s practice is principally based in New York and Dallas, with well-respected attorneys Douglas Urquhart and Angela Fontana co-heading the team. The team’s leveraged finance strength derives in part from the firm’s strong profile in M&A and private equity, with borrower-side instructions predominating. Areas of strength include acquisition finance, cash flow and asset-based lending, cross-border work and debtor-in-possession (DIP) and investment grade financing. Key clients on the lender side are Citibank and Deutsche Bank. Recommended partners include Danek Freeman in New York, who focuses on leveraged acquisition and recapitalization transactions, syndicated lending, cash-flow lending, investment grade lending and asset-based lending. Global finance practice head Daniel Dokos is well respected and plays an active role in the US market.

White & Case LLP is a ‘strong player’ in the market and acts predominantly on the lender side, where clients include Deutsche Bank, BNP Paribas, China Development Bank (CDB) and Credit Suisse. It focuses on leveraged buyouts and recapitalizations, asset-based lendings and real estate and investment-grade financings, workouts and exit financings. Well-respected New York partner Eric Berg acted for Dynergy and its subsidiaries when Dynergy Midwest Generation obtained $600m of senior secured loans and Dynergy Power obtained $1.1bn of senior secured loans; the team advised on banking, high-yield bond and bankruptcy issues. Eric Leicht led a team that acted for Deutsche Bank Securities, as joint lead arranger and joint book manager, and Deutsche Bank, as administrative and collateral agent, on a $1.4bn term loan facility and a $350m asset-based lending credit facility for Clayton, Dubilier and Rice’s acquisition of EMSC. Other recommended partners in New York include David Koschik, who has a close relationship with Deutsche Bank, Scott Zemser, and Eliza McDougall, who made partner in January 2012 and has expertise in secured and unsecured lending transactions. The firm’s Los Angeles and Miami offices are also active; the latter regularly advises on Latin American leveraged finance matters.

Debevoise & Plimpton’s eight-partner practice is based in New York. The firm ‘knows what it is doing’ in the bank lending sphere; areas of expertise include domestic and cross-border leveraged finance, syndicated bank loans, high-yield debt offerings, second lien financings and mezzanine capital investments. The firm is also well known for insurance-related transactions. It acted for Clayton, Dubilier & Rice on its acquisition, along with AXA Private Equity and Caisse de dépôt et placement du Québec, of SPIE from PAI Partners for a total consideration of €2.1bn. The financing included a €1.3bn senior term and revolving credit facility as well as a €375m bridge loan. The firm also advised Providence Equity on the financing of its $1.9bn acquisition of technology provider SRA. Recommended partners include William Beekman, Paul Brusiloff, Jeffrey Ross and David Brittenham.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ten-partner team has a broad range of both borrower and lender clients, including Bank of America Merrill Lynch, Barclays, Goldman Sachs, Highbridge, Apollo and New Mountain Capital. The firm’s expertise in private equity and M&A matters, coupled with a strong asset management practice, adds weight to the practice’s capabilities in acquisition financing, dividend recapitalization, fund financing and real estate financing. On the borrower side, recent instructions include advising SL Green Realty, SL Green Operating Partnership and Reckson Operating Partnership on a new $1.5bn senior revolving credit facility, and SPX on obtaining $800m of committed incremental term loans under its credit agreement for its acquisition of Clyde Pumps. On the lender side, the team advised Bank of America, as administrative agent and collateral agent, in RPI Finance Trust’s $2.8bn senior secured credit facility and RP Select Finance Trust’s $850m senior secured credit facility. Recommended individuals include New York partners William Reindel, ‘leading bank lawyer’ Brian Murphy, Emil Buchman, and finance transaction expert Viktor Okasmaa, who made partner in 2011. Gus Atiyah in Washington DC is also recommended.

Ropes & Gray LLP has a substantial private equity client base, which includes Berkshire Partners, Fenway Partners, Hellman & Friedman and Gridiron Capital, and advises on lending and restructuring transactions for a broad base of senior lending and mezzanine debt funds and institutional debt investors. Mandates included acting for Blackstone on its $3bn leveraged finance acquisition of Emdeon, and advising TPG Capital on its $3bn leveraged finance acquisition of J Crew, which involved senior credit facilities and high-yield notes. The team also acted for Bain Capital on its $1.4bn cash tender offer acquisition of Gymboree, which involved an $820m term loan, a $225m asset-based revolver and $400m in senior notes. Recommended partners include Byung Choi, who specialises in syndicated bank credit facilities, bridge financings and high yield offerings for private equity clients, as well as Tom Draper, Jay Kim and Steve Rutkovsky.

‘Top-notch firm’ Sullivan & Cromwell LLP is adept at handling ‘sophisticated, complex and challenging work’. Like much of the market, it witnessed a choppy 2011, with busy spurts punctuated by periods of slower activity. The practice is based in New York, Washington DC and Los Angeles and has traditionally been prominent in sponsor-side representation. However, its lender work is increasing, and it has a strong mezzanine practice. It is also strong in multibillion-dollar credit facilities, arranging long-term credit, and regularly acts on strategic leveraged and structured financings, acquisitions and business expansions. It advised AT&T on its definite agreement for a loan term facility, with JPMorgan Chase as administrative agent and 11 other investment and commercial lenders as investors; lenders committed to provide AT&T with unsecured bridge financing of up to $20bn for its proposed acquisition of T-Mobile USA. New York-based Scott Miller and Chris Mann led a team advising Chrysler on its $4.3bn senior secured credit facility, which comprise a $3bn senior secured term loan and a $1.3bn revolving credit facility. Also in New York, Erik Lindauer led a team acting for AIG on its $4.5bn revolving credit agreement, with a bank syndicate led by JPMorgan as administrative agent, which involved a $1.5bn 364-day revolver and a $3bn revolving credit facility. Other recommended partners include Hydee Feldstein, who is ‘smart and very experienced, and has a broad range of knowledge’, and ‘deal-maker’ Neal McKnight.

Cleary Gottlieb Steen & Hamilton LLP’s ‘excellent, knowledgeable, extraordinarily responsive and pragmatic’ team has an excellent reputation for sponsor-side acquisition, allied to the firm’s strong private equity credentials. It acted for Alpha Natural Resources on the finance aspects of its $8.5bn merger with Massey Energy, and advised Kindred Healthcare on the financing of its $1.8bn acquisition of RehabCare, comprising a secured term loan, asset-based lending and a $550m high-yield debt offering. A team led by Meme Peponis advised Warburg Pincus on the financing of its $438m acquisition of Rural/Metro; it involved the refinancing of debts of $270m and a note issuance of $200m. Peponis also advised Warburg Pincus on the financing aspects of its acquisition of Consolidated Precision Products from Arlington Capital Partners. Another significant matter was representing Alkermes on the financing aspects of its $1bn business combination with Elan. Recommended individuals include Richard Lincer, a ‘star in the sector’; acquisition finance expert Laurent Alpert; and the ‘top-flight and very responsive’ Duane McLaughlin, who ‘cuts to the chase on issues, and is easy to work with, practical and pragmatic while also being detail oriented’.

The ‘hardworking’ and ‘highly knowledgeable’ six-partner team at Gibson Dunn is headed by Jeff Hudson in Los Angeles, and Joerg Esdorn and Robert Cunningham in New York. The team acts principally on the borrower side and is particularly active in the utilities sphere; it has seen growth in transmission, solar and wind energy work. It represented Hewlett-Packard on its $8.2bn bridge credit facility to finance the acquisition of Autonomy, and on its $4.5bn four-year senior unsecured revolving credit facility. Del Monte instructed the group on a $3.4bn term loan and asset-based revolving credit facility, for its acquisition by an investor group, which was led by funds affiliated with KKR, Vestar Capital and Centerview Partners. Other transactions of note included a $4.3bn term loan and revolving credit facility for Charter as borrower, and a $2.9bn secured term loan and revolving credit and credit-linked facilities for Celanese. Recommended partners at the firm include Linda Curtis and Cromwell Montgomery in Los Angeles, and Janet Vance in New York. Andrew Cheng was promoted to partner in Los Angeles.

‘Top-notch’ firm Mayer Brown’s ‘partner engagement is excellent’, and the ‘quality of associate follow-up and product is also very high’. Chicago based Doug Doetsch heads the group, which has a good geographic spread, with offices in Charlotte, Chicago, Houston, New York and Washington DC. It handles a mix of borrower and lender work and has close relationships with a number of European banks, many of which have slowed down activity in the US of late. Despite this, the firm has remained active in M&A deals and cross-border and complex high-value matters. A group led by David Duffee acted for BNP Paribas, as administrative agent and joint lead arranger, on a $2bn secured letter of credit facility guaranteed by Prudential. The firm’s Latin American arm came to the fore when acting for Credit Suisse as administrative agent in a complex multi-jurisdictional $220m revolving and term loan facility for Tuscany International Drilling and its South American subsidiary. Chicago attorney Zac Barnett acted for Isle of Capri Casinos as borrower under an $800m senior secured credit facility with Wells Fargo as administrative agent. Recommended individuals include ‘great lending lawyer’ Rob Baptista in Chicago, and leading gaming expert Brian Newhouse in New York. ‘Very responsive’ energy expert Tristan Propst in Houston is popular with clients, and Tim Ryan in Charlotte ‘always assures excellent coverage of a client’s matter, and brings a unique background and perspective to the table with him’.

Cadwalader, Wickersham & Taft LLP has an ‘able and diverse’ three-partner practice, with offices in New York and Charlotte, and is active in the energy market, where it acts for key clients such as JPMorgan Chase and Morgan Stanley. High-profile borrower clients include DPL, Pfizer and Metals USA. It acted for BNP Paribas as administrative agent and collateral agent on an uncommitted $225m revolving loan with other features for a start-up energy company. It also advised Bank of America Merrill Lynch as lead arranger on $633m of credit facilities for a natural gas fired power facility; the deal involved first lien and second lien term loans, a working capital facility and a special letter of credit facility. On the borrower side, it advised The Renco Group on a four-year $750m syndicated asset-based credit facility. Recommended attorneys include practice head Steven Cohen, Christopher McDermott and Stewart Kagan. Julian Chung left for Orrick, Herrington & Sutcliffe LLP, while Michael Niebruegge joined the firm from Mayer Brown.

Kirkland & Ellis LLP provides a ‘high level of service, has strong knowledge and business acumen and delivers appropriate advice’. It has particular strength on the borrower-side, leveraged from the firm’s private equity expertise, and is adept in restructuring and M&A. It acted for Apax Partners on the funding, by a group of banks including Morgan Stanley, Bank of America Merrill Lynch, and Credit Suisse, of its acquisition of Kinetic Concepts; the financing involved $2.5bn of senior secured credit facilities, $1.75bn of senior secured second lien bonds and $750m of senior secured bonds. Linda Myers in Chicago led a team which acted for Bristol-Myers Squibb Company on its $1.5bn revolving credit facility and with lenders including Syndicate Group, JPMorgan Bank and Citibank. Jason Kanner in New York advised Carlyle on its leveraged finance acquisition of Worldstrides, which involved a fully underwritten senior secured bank facility provided by Ares Capital Corporation. Recommended attorneys include the ‘diligent and hardworking’ Leonard Klingbaum in New York, who is ‘adept at locating problems and finding solutions’, as well as Jason Kanner, with his ‘strong market knowledge’, Samantha Good in Los Angeles, and the ‘highly experienced, extremely hardworking and very knowledgeable’ Jay Ptashek in New York. The team made a number of lateral partner hires including Gregory Bauer in Chicago, Christopher Kirkham in San Francisco and David Nemecek in Los Angeles.

O’Melveny & Myers LLP is ‘extremely responsive, with good partners and extensive experience’ and represents a mix of active private equity clients and portfolio companies. Notable names on the roster include American AgCredit, American Capital, BNP Paribas, Credit Suisse and Beach Point Capital Management. It acted for Bank of America as agent in a $300m term loan facility, with a $100m accordion component, to Remy. Tom Baxter and Joe Kim led a team that acted for Macerich on a $1.5bn revolving credit facility for its operational partnership arranged by Deutsche Bank and JPMorgan Securities. The team also acted for Microsemi in relation to a $275m senior secured term loan facility and a $50m senior secured credit facility for its acquisition of Actel. In Los Angeles, ‘excellent’ borrower-side lawyer Tom Baxter is ‘very responsive and effective’. Other recommended attorneys include Sung Pak in New York, and practice head Eric Reimer, based in New York and Los Angeles.

Paul Hastings LLP’s fast-growing practice acts for a variety of clients including lenders, borrowers, mezzanine investors and equity investors. Asset-based lending is a key area, where Wells Fargo is a key client. The firm acted for GE Capital as co-agent on a $925m senior credit facility for Geneva Health in its acquisition of Odyssey Healthcare; and also in relation to a $700m secured loan to Blount. It also advised Royal Bank of Canada, Bank of Montreal and Deutsche Bank, as arrangers in the financing of a $525m senior secured term loan facility, a $150m asset-based revolving credit facility and an associated $250m note offering for the acquisition of 99 Cents Only Stores by Ares Management and CPP Investment Board; and Wells Fargo as administrative agent, collateral agent, co-lead arranger, joint bookrunner and lender on a $275m senior secured revolving credit facility for Lion Capital’s acquisition of Bumble Bee Foods. Recommended partners include Chris Molen, Robert Carlson and John Hilson. Michael Michetti and Rich Farley recently joined from Cahill Gordon & Reindel, and Michael Baker joined from Shearman & Sterling LLP.

Proskauer Rose LLP’s broad practice strikes a good balance between borrower and lender transactions under the leadership of Steve Boyko and Ron Franklin. It has expertise in healthcare, sport and real estate matters, and has particular expertise in inter-creditor agreements. It acted for Sankaty Advisors as syndication agent, on the $205m mezzanine debt financing of a financial sponsor led buyout of Renal Advantage, which involved complex inter-lender relationship considerations. The team also acted for Ares Capital and Ares Management as administrative agent and lender in a term loan and revolving credit facility to finance Carlyle’s acquisition of a majority interest in WorldStrides; and represented the same client as administrative agent and lender in a second lien facility for Regional Care to finance its acquisition of Essent Healthcare. Recommended attorneys include Stephen Boyko and Neil Cummings. The team has grown over the last year, with the addition of high-yield expert Justin Breen from Cahill Gordon & Reindel and Andrew Bettwy and Glen Lim from Skadden, Arps, Slate, Meagher & Flom LLP; the latter two have expertise in secured and unsecured financings, asset-based loans and leveraged buyouts.

Sidley Austin LLP is an ‘outstanding firm with a very deep bench’, is ‘solution oriented’ and ‘great with clients’. Its core team is based in Chicago, where practice head James Clark is based. Areas of expertise include leveraged acquisitions, recapitalization financings, cross-border financings, letter of credit facilities and working capital financings. The group is also able to draw on the strong bankruptcy capabilities of the wider firm. Its impressive roster of clients includes Bank of America, Barclays Bank, BNP Paribas, Summit Partners, Union Bank and core client JPMorgan Chase. A team led by Robert Lewis in Chicago represented Colgate-Palmolive as borrower under a $1.8bn credit facility for which Citibank acted as administrative agent. The group also advised Citibank, JPMorgan Chase and Barclays Bank as administrative agents in concurrent $1.1bn, $400m and $300m credit facilities to DTE Energy, Michigan Consolidated Gas Company and The Detroit Edison Company. Well-respected attorney Zulfiqar Bokhari led a team acting for JPMorgan Chase as administrative agent on a $1.4bn credit facility to LKQ. Other recommended individuals at the firm include Mark Kirsons and Allison Satyr, in Chicago, and Pamela Martinson in Palo Alto.