The Legal 500

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’.