United States > Finance > 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
Andrews Kurth LLP
Covington & Burling LLP
- DLA Piper LLP
Faegre Baker Daniels
- Hogan Lovells US LLP
Kilpatrick Townsend & Stockton
- Milbank, Tweed, Hadley & McCloy LLP
Capital markets: debt offerings – advice to managers
- Craig Arcella - Cravath, Swaine & Moore LLP
- Kirk Davenport - Latham & Watkins LLP
- Robert Downes - Sullivan & Cromwell LLP
David Goldschmidt -
Skadden, Arps, Slate, Meagher & Flom LLP
- Marc Jaffe - Latham & Watkins LLP
Richard Truesdell -
Davis Polk & Wardwell LLP
- William Whelan - Cravath, Swaine & Moore LLP
At ‘top-tier firm’ Cleary Gottlieb Steen & Hamilton LLP, the ‘excellent and intelligent’ team continues to provide market-leading advice on debt capital market transactions to issuer and manager clients. Lauded for its ‘cost-effectiveness’ and ‘superlative industry knowledge and responsiveness’, the group has widely admired capabilities across all securities matters, and is highly regarded for its depth of experience in advising both US and non-US clients. It is particularly rated for its ‘superb underwriter advice’. The team advised on several key mandates in 2011, and notable highlights on the issuer side included advising LyondellBasell Industries in a $1bn unsecured 6% senior notes offering, a transaction led by David Lopez. Elsewhere, Lopez and Duane McLaughlin advised Citigroup and JPMorgan Securities as the global coordinators, and the other initial purchasers, in a $1.67bn offering of convertible subordinated notes by CEMEX. McLaughlin also represented Bank of America Merrill Lynch, JPMorgan Securities and RBS Securities as the joint bookrunners in an unregistered $800m floating rate senior secured notes offering. Janet Fisher acted as counsel to Google regarding three offerings of notes, each of aggregate amount $1bn, and John Palenberg advised Deutsche Telekom in a $1.5bn Rule 144A/Reg. S debt offering by its Dutch subsidiary. Jeffrey Karpf acted as counsel to the underwriters, led by Citigroup Capital Markets, in Citigroup’s $1bn 4.5% fixed rate notes offering. Sandra Flow is noted for her debt capital markets experience, and represented the underwriters in four SEC-registered notes offerings by Prudential Financial, totaling $3bn. Flow also advised the underwriters in four SEC-registered notes offerings of aggregate amount $5bn by The Bank of New York Mellon. Also singled out from within the team for their experience and knowledge are Craig Brod, Jorge Juantorena, and the ‘excellent professional’ Nicolas Grabar.
Cravath, Swaine & Moore LLP’s highly-reputed capital markets practice has a depth of expertise across all types of securities transactions. The group has an excellent reputation for providing quality advice to both issuers and managers, and acts for a ‘fine roster’ of US and international clients. Particularly renowned for the strength of its manager advice, the group has extensive experience acting for major international banks, and continues to act as designated underwriter counsel for several clients. Kris Heinzelman represented the underwriters, led by Deutsche Bank Securities, JPMorgan and RBS, in Hewlett-Packard Company’s $5bn registered debt offering, and LizabethAnn Eisen advised BNP Paribas, Deutsche Bank Securities, UBS Investment Bank and Wells Fargo Securities as lead underwriters of a $1.5bn registered debt offering by Dell. Other highlights included Craig Arcella representing the underwriters in Johnson & Johnson’s $4.4bn debt offering, and advising the lead underwriters on a $1.25bn registered debt offering by aluminium producer Alcoa, a transaction handled by Andrew Pitts. The highly recommended William Whelan acts for both manager and issuer clients; he advised Credit Suisse, Citi and RBS as underwriters of Express Scripts’ $1.5bn registered investment grade senior debt offering, and also acted for Arch Chemicals in the issue of a $250m private placement of senior debt. Also on the issuer side, Eric Schiele continues to act for longstanding client Time Warner in debt offerings. William Fogg was appointed to managing partner of the corporate department in January 2012, and continues to count JPMorgan as a key client. John White and William Rogers Jr are also rated for their expertise.
Providing clients with ‘superb technical and market knowledge’ coupled with ‘excellent response times’, Davis Polk & Wardwell LLP remains a leader in the securities arena, with broad debt capital markets experience. The team answers ‘questions and issues very quickly and effectively’, and acts for a host of issuers and managers, gaining the ‘utmost trust and confidence’ of clients. Richard Truesdell and Michael Kaplan continue to head up the highly capable global capital markets team, supported by co-head of the firm’s global corporate governance group Richard Sandler. Notable highlights included representing Verisk Analytics in its $450m SEC-registered senior notes offering, and advising the initial purchasers on Energizer’s $600m Rule 144A/Reg. S senior notes offering, transactions led by Sandler and Truesdell respectively. ‘One of the best outside securities lawyers’, Kaplan led in advising the managers and solicitation agents in a $156m Rule 144A/Reg. S exchange offer and consent solicitation by homebuilder company K Hovnanian Enterprises. Known for providing top-quality advice to issuers, Joseph Hall advised key client PepsiCo on a $1.25bn registered offering of senior notes, and Deanna Kirkpatrick recently advised CVS Caremark on a $1.5bn registered offering of senior notes. On the manager side, Richard Drucker acted for JPMorgan Securities and Bank of America Merrill Lynch as joint bookrunning managers of a $750m SEC-registered notes offering, the first-ever public debt offering by The J M Smucker Company. Elsewhere, key mandates for the Menlo Park-based team included advising Citigroup, Goldman Sachs and Bank of America Merrill Lynch as joint bookrunning managers regarding the $5bn SEC-registered debt offering by Intel Corporation, a transaction led by Alan Denenberg. Bruce Dallas assisted Texas Instruments on its $3.5bn SEC-registered notes offering, the first debt issuance by the company in nearly 12 years. New York-based Sarah Beshar is also highly recommended.
Sidley Austin LLP has an outstanding debt capital markets practice, and is particularly well known for providing advice to manager clients on investment grade debt offerings. A recognised leader in this area, recent mandates include representing the underwriters in two senior notes offerings by Occidental Petroleum of $2.6bn and $2.15bn, transactions led by Eric Haueter in the firm’s San Francisco office. Haueter also assisted the underwriters on the establishment of a $5bn global MTN program, a $500m global notes offering and a further $1.85bn global notes offering by The Walt Disney Company. The highly recommended Edward Petrosky has a depth of experience, and together with James O’Connor, advised the underwriters of PSEG Power’s $500m notes offering, and the underwriters of a $250m issuance of two series of notes by the Public Service Electricity and Gas Company. The team continues to develop its capabilities on the issuer side, and in 2011, O’Connor and Craig Chapman notably assisted Aon Corporation in a $500m issuance of notes. O’Connor also advised Colgate-Palmolive Company on two MTN offerings, of aggregate amount $500m. Chicago-based Larry Barden provided issuer counsel to FLIR systems regarding its $250m notes offering. Samir Gandhi also advised Maiden Holdings North America on its $107.5m notes issuance. Also recommended are Jonathan Miller and senior counsel Norman Slonaker, who bring significant and longstanding experience to the group. Lisa Reátegui left the firm in 2011 for an in-house position. All individuals are based in New York unless mentioned otherwise.
Instilling confidence in clients, Simpson Thacher & Bartlett LLP’s ‘very strong’ team demonstrates broad knowledge of the debt capital markets, and is rated for its ‘deep experience’ at all levels of the group and for ‘ensuring compliance with applicable securities law’. The team can call upon the firm’s superb private equity experience, and it has notable expertise in advising sponsor clients. Vincent Pagano continues to head up the capital markets group, and is widely recognised for his skills in the area. Highlights included advising Becton Dickinson & Company on two notes offerings totaling $1.5bn, a transaction led by Joseph Kaufman. Kaufman, together with Arthur Robinson, also advised the initial purchasers, led by Goldman Sachs, JPMorgan Securities and Morgan Stanley in the sale of $5.1bn senior notes by NBC Universal. With ‘deep expertise and experience’, Glenn Reiter is a ‘capital markets expert’, and recently led in advising the underwriters, including Citi, JPMorgan, RBS, Wells Fargo Securities, Bank of America Merrill Lynch and Goldman Sachs, on a series of note offerings by Wal-Mart. Andrew Keller also advised Goldman Sachs as the sole underwriter of Berkshire Hathaway’s public offering of $2bn debt securities, including 2.20% senior notes, 3.75% senior notes and floating notes. Palo Alto-based William Hinman represented the underwriters, led by JPMorgan, Morgan Stanley and UBS Investment Bank, in several offerings by Symantec Corporation, including a $350m registered public offering of 2.750% senior notes, and a $750m offering of 4.2% senior notes. Counsel Kirsten Davis is rated for her ‘great attention to detail and organisational skills’, and Roxane Reardon is also highly recommended.
A market leader in providing top-tier issuer and manager counsel, Sullivan & Cromwell LLP’s ‘fabulous’ securities group is ‘very responsive and knowledgeable about the market’ and fields ‘excellent negotiators with fantastic judgment’. The group has very strong capabilities in the debt arena, and in 2011 handled a large debt financing matter, when it represented key client AIG in its $2bn SEC-registered notes offering, including a $1.2bn offering of 4.250% notes due 2014, and an $800m offering of 4.875% notes due 2016. The ‘responsive and knowledgeable’ manager of the corporate finance group Robert Downes is singled out for his ‘counseling and negotiating skills’. In March 2011, Downes advised NorthStar Realty Finance Corporation on its Rule 144A exchangeable notes offering. On the manager side, Los Angeles-based Patrick Brown advised the underwriters, led by Barclays Capital and JPMorgan, on the $55bn total principle amount SEC-registered offering of global notes in three tranches. Brown, together with Alison Ressler, also in Los Angeles, advised the underwriters on a $1.5bn SEC-registered senior notes offering and two tender offers by Northrop Grumman. Elsewhere, Downes advised the underwriters, led by Goldman Sachs, on Huntington Bancshares’ $300m SEC-registered subordinated notes offering. William Farrar, Neal McKnight, David Harms and firm chairman Joseph Shenker are all highly recommended.
With outstanding capabilities in providing advice to manager clients in the debt arena, Cahill Gordon & Reindel continues to impress with its depth of expertise. A clear leader in high-yield debt transactions, the firm has a superb and wide-reaching reputation. Investment grade debt highlights included advising the underwriters, including Citi and Deutsche Bank Securities, on a $2.5bn senior notes offering by offshore oil and gas drilling contractor Ensco, and also advising Barclays Capital, Credit Suisse and Deutsche Bank Securities as joint bookrunning managers and HSBC and RBS as co-managers regarding a $500m notes offering by Coca-Cola Enterprises. Jonathan Schaffzin led in representing the joint bookrunning managers in a Rule 144A/Reg. S multi-currency bond offering, including a $650m offering of 5.75% senior notes due 2012, and a $500m offering of 5.25% senior notes due 2012 by FMC Finance VII and Fresenius Medical Care US Finance. Susanna Suh and Daniel Zubkoff also advised the joint bookrunning managers, comprising UBS, RBS, Deutsche Bank, HSBC and BNP Paribas, on a $1.5bn notes offering by International Paper Company. Brian Kelleher, Corey Wright and William Hartnett are highly recommended within the ‘excellent’ team.
Rated for its professional and capable attitude, Latham & Watkins LLP is widely recognised in the capital markets arena for the breadth of its practice, advising both issuer and manager clients in debt transactions in a number of locations, both abroad and across the United States. The capital markets practice is now led by Marc Jaffe in New York, Patrick Shannon and Alexander Cohen in Washington DC, and Lene Malthasen in the London office. The group fields an outstanding team of highly experienced individuals, and acted on several significant transactions in 2011 as both underwriter and issuer counsel. Highlights included Christopher Lueking in Chicago advising Credit Suisse as the lead underwriter of a debt tender and bond offering by Columbus McKinnon. Elsewhere, New York-based Gregory Rodgers and Barry Clarkson in San Diego represented Sempra Energy regarding an $800m notes offering. A team across three offices also advised biopharmaceutical company Amgen on a $1.5bn registered investment grade bond offering. New York-based Kirk Davenport is ‘fantastic’, and highly recommended for his longstanding experience.
Highly renowned for its strength, the securities team at Shearman & Sterling LLP has extensive experience providing both issuer and manager counsel to a range of clients. David Beveridge continues to lead the practice, which was particularly active in representing manager clients in 2011. Lisa Jacobs and San Francisco-based John Wilson advised the joint bookrunning managers, comprising Bank of America Merrill Lynch, JPMorgan, Citigroup and Morgan Stanley, regarding a $6bn registered offering by Amgen, consisting of $1bn of 1.875% senior notes due 2014, $1bn of 2.50% senior notes due 2016, $1.75bn of 3.875% notes due 2021 and $2.25bn of 5.15% senior notes due 2041. Highly recommended within the group are Stuart Fleischmann, Michael Schiavone, and Robert Evans, who are all rated for their capital markets capabilities. All individuals are based in the firm’s New York office unless mentioned otherwise.
Skadden, Arps, Slate, Meagher & Flom LLP’s highly rated capital markets group is led by New York-based Stacy Kanter, and the team also features key individuals David Goldschmidt, and Gregg Noel in Los Angeles. The team continues to be active in specific sectors, including energy and natural resources, telecoms and internet, REITs and healthcare, and has amassed a depth of knowledge in these areas. Advising both issuer and underwriter clients, the team is noted for its experience and depth across all levels. Key mandates for Goldschmidt included advising Stillwater Mining Company on a $300m offering of senior notes due 2016, in order to fund its acquisition of Peregrine Metals. Other highlights on the issuer side included Gregory Fernicola advising dental product manufacturer and distributor Dentsply on its $1bn senior notes offering in three tranches. Elsewhere, the firm has a strong convertible bonds practice. Kanter assisted key client Gilead Sciences in two offerings, a $2.5bn Rule 144A convertible senior notes offering in two tranches, and a $1bn registered offering of 4.50% senior notes due 2021. Fernicola also advised Stanley, Black & Decker on a $633m offering of convertible preferred units. Richard Aftanas advised The Coca-Cola Company in a two-step debt issuance and exchange offer, which included a $1bn offering of 1.80% senior notes due 2016, and a $1bn private placement of 3.30% senior notes due 2012, following the firm’s advice to the company in late 2010 on its largest-ever debt offering of $4.5bn notes and floating rate notes in four tranches.
Highly rated for its knowledge of the oil and gas sector, the ‘first-class’ team at Baker Botts L.L.P. is noted for the depth of its issuer side representation and experience. Benefiting from increased activity in the energy arena, the firm continues to develop its leading master limited partnership (MLP) practice and to maintain its oil, gas and energy sector expertise. Corporate chair David Kirkland leads the practice from Houston, supported by Doug Rayburn in the firm’s Dallas office. Recent highlights for the group include advising freight transportation company Burlington Northern Santa Fe (now a subsidiary of Berkshire Hathaway) on a $1.5bn public offering of notes in four tranches. The team also represented Dr Pepper Snapple Group in two public offerings totaling $1bn of global notes in three series. Other key clients include Noble Corporation, CenterPoint Energy, Schlumberger and Halliburton Company. Increasingly active on the manager side, the firm advised the managers on a $750m notes offering in two tranches by Enbridge Energy Partners, and also provided manager side counsel on Plains All American Pipeline’s $600m senior notes offering. Singled out from the ‘very responsive and business-minded’ team are Gerry Spedale, Joshua Davidson and the ‘excellent’ Kelly Rose.
Clifford Chance continues to have an active debt capital markets practice, with experience in handling investment grade and high-yield offerings for manager clients. The team calls on the firm’s top-tier strength in the REIT arena to provide excellent advice in related capital markets transactions. The group is led by the highly recommended duo of Alejandro Camacho and Jay Bernstein. In July 2011, Camacho, together with counsel Per Chilstrom, represented a syndicate of underwriters, led by Bank of America Merrill Lynch, in The Metropolitan Transportation Authority’s $400m offering of transportation revenue bonds. Camacho also advised JPMorgan, BNP Paribas and Credit Suisse as underwriters of Aviation Capital Group’s $750m Rule 144A/Reg. S, assisted by Zarrar Sehgal. Acting from the New York office Tony Lopez, advised the initial purchasers, led by JPMorgan and BNP Paribas, on a $450m offering of 6.875% senior secured notes due 2018 by Calcipar, in order to refinance the debt of Carmeuse Holding and its subsidiaries. Gary Brooks and Andrew Epstein are also rated for their experience within the team.
The ‘tremendous’ securities group at Debevoise & Plimpton is ‘unfailingly responsive’ and provides a ‘first-rate service’. It is highly rated in the investment grade debt and high-yield debt areas. Alan Paley and Peter Loughran head up the ‘practical, knowledgeable and incisive’ team, which has ‘top-notch securities expertise’. Highly active in representing issuer clients, the firm is also increasing its capabilities in providing advice to underwriters. The group is noted for its sector-specific expertise, in areas including private equity, aviation and insurance. Paley and Paul Rodel recently represented Westpac Banking Corporation regarding the preparation and a Rule 144A/Reg. S $1bn initial offering under its $20bn global covered bond program. Known for his work in the private equity acquisition financing space, Matthew Kaplan is singled out ‘unequivocally’ for his ‘professional integrity and high standard of legal skills: he is a pleasure to work with’. Kaplan’s clients include Access Industries, Bank of America Merrill Lynch, JPMorgan and Deutsche Bank Securities. Elsewhere, Loughran advised International Paper on a $900m offering of 4.75% notes due 2022 and a $600m offering of 6% notes due 2041, and Steven Slutzky advised The Rank Group and its subsidiary company Reynolds Group on several debt offerings in 2011. Also recommended are William Beekman, and Ethan James, who joined in 2011 from Davis Polk & Wardwell LLP.
The ‘very good’ capital markets team at Dechert LLP has broad experience, particularly on the issuer side, and is active in both investment grade and high-yield debt offerings work. The firm is also noted for its cross-border capabilities. Highlights for the team included representing WPE International Coöperatief in the reopening of a Rule 144A/Reg. S senior notes offering, a transaction led by the highly recommended Howard Kleinman in the firm’s New York office. Henry Nassau leads the securities group from Philadelphia, and Washington DC-based Thomas Friedmann is highly regarded for his knowledge in advising business development companies in the capital markets arena.
Highly regarded for its experience on the manager side, the ‘quality and capable’ team at Fried, Frank, Harris, Shriver & Jacobson LLP provides ‘outstanding service’, and the ‘solid and deep’ team of lawyers is ‘disarming in negotiations’ and provides ‘excellent interpersonal skills’. The group has a highly active investment grade and high-yield debt practice, and also acted on several convertible notes offerings in 2011. The ‘extremely talented’ practice head Valerie Ford Jacob, together with Paul Tropp, recently represented Goldman Sachs, Deutsche Bank Securities and Citigroup Global Markets as joint bookrunning managers and co-managers in the $287.5m offering of convertible senior notes by MF Global Holdings, and also represented the same group of banks as underwriters of MF Global Holdings’ $325m offering of senior convertible notes. Ford Jacob and Michael Levitt acted for Bank of America Merrill Lynch, JPMorgan, Barclays Capital and RBS as the representative underwriters in a $1.85bn notes offering by Republic Services, and as dealer managers in the related tender offer for outstanding notes by a subsidiary company. The firm is also increasing its issuer side representation, with Stuart Gelfond advising SPX Corporation on a $600m senior notes issuance. The firm maintains its role as designated underwriters’ counsel for several clients, including Hercules, NASDAQ OMX and P&G. Andrew Barkan is singled out for his experience, alongside Daniel Bursky and Christopher Ewan, who are ‘incredibly valuable business partners’ and highly rated for their market expertise.
Providing ‘excellent service’, the capital markets practice at Gibson Dunn advises on a host of different types of debt offering, and is active across several US states. The ‘very responsive’ group continues to be led by San Francisco-based Stewart McDowell and Kevin Kelley in New York, and advises clients as both issuer and underwriter counsel, and the team is rated for its ‘good bench strength’. On the issuer side, McDowell advised Accuray Incorporated on a $100m convertible senior notes offering. In New York, the ‘absolutely unflappable’ Andrew Fabens is ‘smart and quick on business issues’; Fabens recently advised key client Hewlett-Packard Company on a $5bn offering of global and floating rate notes. Richard Russo in Denver represented Transcontinental Gas Pipeline Company in a $375m Rule 144A senior notes offering. On the underwriter side, San Francisco-based Douglas Smith assisted Wells Fargo Securities on a $2.5bn MTN offering by Wells Fargo & Company. Kelley also represented Deutsche Bank Securities with regard to the Government of Jamaica’s $400m offering of amortizing notes. In New York, Steven Finley is highly recommended for his experience, and associate Matthew Walsh is ‘smart and hardworking’. The firm also recruited additional resources in its Dallas office in 2011, with the arrival of Jeffrey Chapman and Robert Little from Vinson & Elkins L.L.P..
‘Excellent in every respect’, Jones Day has very strong debt capital markets capabilities, particularly in the high-yield arena. The firm is well known for its cross-border experience, and regularly advises on transactions from offices across the US and beyond. New York-based Christopher Kelly continues to head up the group, which is rated for finding ‘different legal approaches’. Kelly, together with Michael Solecki in Cleveland, advised Cliffs Natural Resources on a $700m (aggregate principal amount) offering of 4.875% senior notes due 2021 and a further $300m (aggregate principal amount) of outstanding 6.25% senior notes due 2040. A team from the Atlanta office, featuring Mark Hanson, Neil Simon and John Zamer advised Cumulus Media on a $610m Rule 144A/Reg. S offering of 7.75% senior notes due 2019. Also in Atlanta, Aldo LaFiandra is ‘able to negotiate maximum flexibility in debt agreements’. Although the team remains strongest on the issuer side, it is building on the manager side; associate Rory Hood in New York advised Morgan Stanley on two offerings of $500m and $750m of senior notes by PepsiCo. Scott Cohen joined the firm’s Dallas office in 2011 from Weil, Gotshal & Manges LLP. Also in Dallas, James O’Bannon and associate David Kern are highly recommended, and Chicago-based Robert Joseph is also singled out for his experience.
Calling on the strength of its private equity practice and distinguished client base, Kirkland & Ellis LLP is highly rated for the strength of its issuer counsel in both investment grade and high-yield debt offerings work. The team is based between Chicago and New York, and also has capital market capabilities in Washington DC and Los Angeles. Key individuals in New York include Joshua Korff and Christian Nagler, and in Chicago, Dennis Myers, Gerald Nowak and new partner Christopher Bennett, who joined from Reed Smith in 2011, are well known for their expertise. In 2011, a Chicago-based team led by Keith Crow and Robert Hayward advised key client Kellogg Company on a $400m offering of 3.25% senior notes due 2018. In New York, Korff and Michael Kim represented ABB Treasury Centre as issuer in a $600m offering of 2.5% notes due 2016 and a further $650m offering of 4% notes due 2021 on behalf of ABB. Other key clients include Wyndham Worldwide Corporation, Horsehead Corporation and Clearwire Corporation.
The ‘outstanding’ capital markets group at Mayer Brown fields a ‘dedicated and diligent team of professionals’, who advise both issuer and underwriter clients on debt capital markets transactions. Working across the Chicago and New York offices, the team is ‘committed to providing excellent client service’, and is also rated for its responsiveness and proactivity. Recent highlights for the group include New York-based David Bakst advising HSBC Securities (US) on the establishment of a $3bn global MTN program for HSBC Bank Brazil – Bank Múltiplo (HSBC Brazil), and also advising HSBC Securities (US) as lead underwriter of a $500m Rule 144A/Reg. S offering of 4% senior notes by HSBC Brazil, the first under this program. John Berkery in New York, together with Edward Best in Chicago, advised Citigroup Global Markets as underwriter of Archer Daniels Midland Company’s $750m offering of 4.479% notes due 2021 and a further $1bn offering of 5.765% debentures due 2041. Best also advised Bank of America Merrill Lynch as underwriter of a $1.25bn notes offering and a $750m notes offering by The Dow Chemical Company. Other issuer clients include Republic Services, and the team also represented JPMorgan as underwriter in several debt offerings. In the Chicago office, David Schuette is highly recommended.
Morrison & Foerster LLP’s ‘very knowledgeable’ team is noted for its experience advising on investment grade debt offerings for both issuer and manager clients, particularly in the energy, cleantech, technology and media sectors, and is also ‘very strong in the REIT arena’. Furthermore, the group has an excellent covered bonds practice, and also advises on MTN programs and convertible bond offerings. New York-based James Tanenbaum and Anna Pinedo remain leading figures at the firm, and in July 2011, advised a group of 11 underwriters, including Barclays Capital, Credit Suisse Securities (USA) and Wells Fargo Securities, on Capital One Corporation’s $3bn senior notes offering. The firm continues to act as appointed underwriter counsel for Bank of America Merrill Lynch, and advised the bank on 100 debt offerings in this capacity during 2011. Co-chair of the firm’s public companies and securities practice David Lynn in Washington DC is an ‘excellent securities lawyer with strong capital markets expertise’. Lynn, with of counsel Ze’-ev Eiger in New York, advised UDR, a REIT, on a $300m offering of 4.25% senior notes. Other issuer highlights included advising CGI Group on a $475m Rule 144A/4 (2) cross-border private placement of senior notes into the US, and representing Dairy Crest Group in an $85m Rule 144A/4 (2) cross-border private placement of senior notes into the US. San Francisco-based Brandon Parris is highly recommended, and clients also rate the firm’s ‘good value for money’.
The ‘entrepreneurial, quick and efficient’ team at Proskauer Rose LLP has broad capital markets experience, ‘tremendous industry knowledge’, and ‘exceptional technical expertise’, particularly in the debt and high-yield debt arenas. The practice received a boost in 2011 with the hires of ‘strong negotiator’ Frank Zarb, ‘invaluable on issues related to proxy distribution, voting and tabulation’, who joined from the SEC, and Justin Breen from Cahill Gordon & Reindel, who has substantial high-yield debt experience. Key clients for Frank Lopez, who has an 'extremely strong grasp of the leveraged finance market', and Breen include new investment bank Global Hunter Securities and Imperial Capital. Frank Lopez and Julie Allen continue to head up the team; Allen recently advised Icahn Enterprises in a $500m senior notes offering. Los Angeles-based Michael Woronoff has ‘superb communication, analytical and client management skills’ and is rated for his ‘thoughtful and creative approach, and co-operative demeanor’. Also recommended in New York are Stuart Bressman, who provides ‘timely and accurate advice’, ‘senior statesman’ Arnold Jacobs, who is rated for his ‘experience, judgment and diplomacy’, and senior counsel Steven Fishman, who is singled out for his ‘depth of legal and market understanding’.
Highly regarded as one of the major firms in the energy sector, Vinson & Elkins L.L.P. has excellent capabilities in the capital markets space, particularly on the issuer side. The firm continues to dedicate a third of its practice to the MLP arena. Chairman of the firm Mark Kelly advised on several key issuer mandates in 2011, including representing Nabors Industries in a $700m senior notes offering, and advising Chevron Phillips Chemical Company on a $300m senior notes offering. The firm is also increasing its profile in representing underwriters. Kelly advised JPMorgan Securities as underwriter of Waste Management Inc’s $500m senior notes offering, and Douglas McWilliams also advised Barclays Capital as underwriter of a $1.25bn senior notes offering by Enterprise Products Operating. Former Dallas partner Robert Little joined Gibson Dunn in 2011.
The strong capital markets team at Weil, Gotshal & Manges LLP continues to provide excellent advice to issuers and managers, and remains experienced in sector-specific work, including health, real estate, technology and media. The group is led by Matthew Bloch, but it suffered the loss of Rod Miller in September 2011, who joined the global securities group at Milbank, Tweed, Hadley & McCloy LLP. Bloch is active in advising clients on debt and high-yield debt offerings, and underwriter clients include Barclays, Morgan Stanley, and Goldman Sachs. Bloch also counts DIRECTV, health insurer WellChoice and Generac as clients. Highlights for the firm’s head of securities David Lefkowitz included advising General Motors on its $15bn financing received from the United States Department of the Treasury. The team also recently advised INC Research on a $300m private offering of fixed rate senior notes to finance its acquisition of Kendle International, and advised Microsoft Corporation on a $2.25bn offering of investment grade senior unsecured notes. It also advised JPMorgan Securities, Banc of America Securities, Citi and Morgan Stanley as underwriters of Microsoft Corporation’s $3.75bn investment grade notes offering. Associate Sacha Jamal in the Dallas office is an ‘excellent corporate lawyer’.
A strong player in the energy arena, Andrews Kurth LLP impresses on account of its capital markets experience, advising on both investment grade and high-yield debt offerings. The Houston-based team is led by Michael O’Leary and David Buck, and also features Henry Havre, who is highly experienced in the debt arena, and Rob Taylor, who is singled out on the high-yield debt side. Buck recently advised Basic Energy Services on a $475m Rule 144A private placement of high-yield senior notes, and Havre advised Hilcorp Energy on a $350m aggregate principle amount senior notes offering. Demonstrating growing strength on the underwriter side, William Cooper in Washington DC advised Credit Suisse Securities (USA), Morgan Stanley, Wells Fargo Securities, Banc of America Securities, Citigroup Global markets and UBS Securities as underwriters of Energy Transfer Equity’s $1.8bn senior unsecured notes offering.
Covington & Burling LLP has a ‘strong debt capital markets capability’ and regularly advises a host of issuer clients on note offerings. The ‘very good’ Bruce Bennett leads the practice from New York, together with Washington DC-based David Martin. Frederick Knecht is also recommended, and with substantial in-house experience at a number of leading investment banks, Knecht is an important asset to the team. Recent key mandates include advising mining equipment company Joy Global on a $500m registered underwritten offering of 5.125% senior notes due 2021. In Washington DC, David Engvall led the advice provided to SandRidge Energy on a $900m Rule 144A offering of 7.5% senior notes due 2021 and a cash tender offer for $650m in outstanding 8.625% senior notes due 2015. The Goodyear Tire and Rubber Company remains a core client for the group, and the team recently completed a €250m Rule 144A senior notes offering for the company’s subsidiary Goodyear Dunlop Tires Europe. Donald Murray and Eric Blanchard joined from Dewey & LeBoeuf LLP.
Providing a ‘great level of service’, DLA Piper LLP maintains its expertise in advising issuers on capital markets transactions. It is also growing its debt market experience, particularly in the high-yield arena. The group advises on a range of issuances, and the team is rated for its knowledge and response times. ‘Very knowledgeable on unsecured bonds and credit facilities’, Jamie Knox is highly recommended, and in April 2011, Knox advised Wells Real Estate Investment Trust II on a $250m private offering of senior notes by its subsidiary Wells Operating Partnership. Demonstrating growing capabilities on the manager side, Jack Kantrowitz led in advising Bank of America Merrill Lynch, Citigroup Global Markets and JPMorgan Securities as underwriters of France Telecom’s $1bn registered offering of 2.750% notes due 2016 and a further $1bn registered offering of 4.125% notes due 2021. Chair of the practice Christopher Paci is also singled out for his longstanding experience.
Fresh from its merger with Baker & Daniels, Faegre Baker Daniels now fields a larger team, and the ‘very knowledgeable’ firm continues its focus in providing issuer side advice to a range of clients. The securities practice is rated for its ‘cutting-edge industry expertise and outstanding creativity’, and clients appreciate the team’s ‘excellent timeliness’. Headquartered in Minneapolis, the team is led by the ‘very experienced and knowledgeable’ Sonia Shewchuk, who recently advised longstanding client Target Corporation on a two-tranche debt offering comprising $350m of fixed rate notes and $650m of floating rate notes. The firm continues to represent Wells Fargo & Company and Wells Fargo Bank in all public debt offerings, which numbered 90 in 2011. Morgan Burns advised Archer Daniels Midland Company on its $1.5bn floating rate notes public offering and also on the remarketing of $1.75bn in debentures. The firm is noted for its uniquely strong practice in Indian Country finance, where Kent Richey ‘stays well ahead of the curve’ in tribal financing work. The group is also praised for its deep bench of lawyers, particularly at associate level, and ‘tremendous overall value’. The ‘very accessible’ Dawn Pruitt is ‘highly organised and a pleasure to work with’.
Hogan Lovells US LLP’s ‘very practical’ capital markets group fields a team of ‘highly responsive lawyers’, and is known for expertise in the real estate and REIT sectors. The practice is led out of Denver and Washington DC, with Paul Hilton and David Bonser leading each office. Clients rate the group’s ‘bench strength in securities law’, and highlights included advising Lockheed Martin Corporation on a $2bn offering of investment grade debt, and representing Dell in a $1.5bn senior notes offering. Jeffrey Rubin in New York advised Barclays Capital, Credit Agricole CIB, BNP Paribas Fortis and Deutsche Bank as the lead managers acting as US securities law counsel on the Kingdom of Belgium’s €3bn floating rate OLOs (Belgian bonds) offering. Singled out from the team are Richard Parrino, who ‘understands clients’ businesses’, and Stuart Stein, both located in the Washington DC office.
Providing a ‘very high level of service’ to issuer clients, Kilpatrick Townsend & Stockton is rated for its ‘expertise advising on sophisticated transactions’. Practice head David Eaton is ‘one of the best technical securities lawyers’, and Benjamin Barkley is singled out for his ‘depth of knowledge and practical wisdom’. In 2011, Eaton and Barkley advised Delta Air Lines on a series of SEC-registered offerings of enhance equipment trust certificates of total amount $630m. Other key issuer clients include AGL Resources and James River Coal Company.
The ‘very responsive’ team Milbank, Tweed, Hadley & McCloy LLP is traditionally known for the strength of its global practice, and the firm has substantial knowledge of debt capital markets work, representing issuers and managers in the US and beyond. The group is praised for providing ‘high-caliber advice’ and ‘strong client service’. The ‘particularly good’ Douglas Tanner recently represented South Street Securities in a private placement of $25m floating rate senior secured notes and $15m floating rate junior secured notes. Tanner and Arnold Peinado also advised Nabors Industries on a $700m Rule 144A/Reg. S 4.625% senior notes due 2021. On the manager side, the firm acts as designated underwriter counsel to Verizon Communications and US Airways, with Robert Mullen Jr recently advising the underwriters in Verizon Communications’ SEC-registered offering and sale of $6.25bn of several floating rate notes and notes offerings. The team was boosted by the arrival of ‘strong capital markets lawyer’ Rod Miller from Weil, Gotshal & Manges LLP in 2011, but also lost Michael Fitzgerald and three other partners to Dewey & LeBoeuf LLP.
O’Melveny & Myers LLP’s capital markets team advises managers and issuers on debt offerings. International Lease Finance Corporation remains a key client; John-Paul Motley and the Hong Kong-based David Johnson recently advised the company on a public offering of $2.25bn senior unsecured notes, consisting of $1bn 5.75% senior notes due 2016 and $1.25bn 6.25% senior notes due 2019. William Kuesel in New York advised NCL Corporation on a $250m senior notes offering, and also represented Seven Seas Cruises in its $225m senior secured notes offering. The firm continues to build on its underwriter experience, and Johnson recently advised Deutsche Bank, UBS, Morgan Stanley, BNP Paribas and Bank of America Merrill Lynch as underwriters of a $2.5bn global notes offering in two tranches by Toyota Motor Credit Corporation. San Francisco-based Brophy Christensen is also singled out for his expertise. However, the firm was hit by several departures in 2011 from the transactional area, and the effect of this remains to be seen.
Orrick, Herrington & Sutcliffe LLP advises issuers on all types of debt offerings. Don Keller leads the group from the Menlo Park office, and the firm also has new banking and debt capital markets capability in New York, following the arrival of Bruce Czachor, who joined from Shearman & Sterling LLP. The group has experience in the retail sector, recently advising Levi Strauss & Company on a €300m high-yield private placement of 7.75% Euro-denominated senior notes due 2018. It also represented The Gap in a $1.25bn investment grade issue of senior unsecured notes due 2021. Both these transactions were led by San Francisco-based Brett Cooper. Cooper also represented Pacific Gas & Electric Company in two senior notes offerings totaling $500m.
Impressing clients with its high level of service, Paul, Weiss, Rifkind, Wharton & Garrison LLP is really making a commitment in the capital markets space, increasing the size of the team substantially in 2011, both in the New York office and in the firm’s new Canadian office in Toronto. The firm’s client base has duly expanded, and the team now acts for the Apollo Management Group and all its portfolio companies. In New York, Monica Thurmond and Gregory Ezring, a very well known player in the high-yield debt arena, joined from O’Melveny & Myers LLP, and both bring substantial expertise. The ‘outstanding’ Edwin Maynard is particularly rated for his Canadian practice, and together with Andrew Foley, is described as having ‘unrivalled depth of experience in advising Canadian issuers on cross-border securities offerings’. Maynard recently advised longstanding client Teck Resources on a public offering of $2bn senior unsecured notes. Elsewhere, John Kennedy continues to advise Time Warner Cable on all capital markets transactions, and in 2011 assisted the company in a $2.25bn public offering of senior unsecured notes and debentures, and on a £625m registered offering in the UK.
The Texas-based team at Thompson & Knight LLP provides ‘timely service’ to issuer clients on debt capital markets offerings to clients in the energy sector. In the Dallas office, Joe Dannenmaier and Amy Curtis are described as ‘intelligent and easy to work with’, and provide ‘practical, good advice’. Dannenmaier and Curtis recently advised Texas Industries on a $650m Rule 144A offering of senior notes, and on a further $550m tender offer, and also represented Brigham Exploration Company in several offerings, including a $300m Rule 144A senior notes offering, a $300m senior notes offering and a $160m tender offer of senior notes. Other key clients include Frac Tech Services and Noble Energy.
The securities practice at White & Case LLP has excellent debt capital markets capabilities, and regularly handles complex high-yield offerings. Key individuals at the practice include Colin Diamond, Gary Kashar and Ronald Brody. Previous clients have included Hess Corporation and WellPoint. The firm is also active in providing manager representation, and acts for several major investment banks, including Morgan Stanley.
Winston & Strawn LLP continues to grow its capital markets experience, with the ‘responsive and effective’ Jim Junewicz leading the team from Chicago. The practice is also increasing its mandates in the high-yield debt arena. Steven Gavin, also in Chicago, counts Nuveen Investments as a key client. On the manager side, Junewicz advised Wells Fargo Securities, Citigroup and Morgan Stanley on healthcare company Stryker’s $750m bond offering. Bank of America is another important client.