The Legal 500

In addition to its superb national practice, Cleary Gottlieb Steen & Hamilton LLP has an ‘excellent’ global offerings capability, particularly in debt capital markets. The firm is present in transactions across all the major jurisdictions, and has a very active Latin American practice. Recent mandates include Francesca Odell acting as US counsel to Petrólio Brasileiro (Petrobras) in a $4bn SEC-registered multi-tranche notes offering by Petrobras International Finance Company, while Andrés de la Cruz advised the Republic of Uruguay in a $550m bond offering. Following on from advice provided in 2009 to PEMEX regarding a $7bn Rule 144A/Reg. S MTN program, in 2010 Wanda Olson assisted in the increase of this MTN program to $12bn. On the manager side, Nicolas Grabar provided advice to Bradesco BBI, Banco do Brasil, Credit Suisse, Banco Itaú and Santander on a public offering of common shares in Brazil and an international Rule 144A/Reg. S offering by Marfrig Alimentos, with an aggregate value of R$1.328bn. Odell also advised Commerzbank and HSBC as arrangers, and as dealer managers together with Merrill Lynch, Citigroup and Banco Itáu Europa, in an update of Banco Industrial e Comercial’s $1bn Rule 144A/Reg. S EMTN program. In equity work, Adam Fleisher advised Dexia as a shareholder in Assured Guaranty’s $485m SEC-registered offering of common stock, while Jorge Juantorena assisted Grupo Aeroportuario del Sureste in filing a shelf registration statement on a $195m SEC-registered secondary offering by JMEX. Alan Beller, Leslie Silverman and Jeffrey Karpf are all highly recommended.

As a ‘go-to firm’ for all securities issues, Davis Polk & Wardwell LLP’s global reach encompasses equity, debt and high-yield transactions, and the team is involved in some of the most prominent global deals for managers and underwriters across Latin America, Europe and Asia. The firm’s reputation for IPOs is outstanding; in 2010, the team advised the underwriters of General Motors Company’s $23.1bn IPO, the largest-ever IPO to date. With support from the Beijing team, Richard Drucker advised the Agricultural Bank of China on its $22bn IPO on the Hong Kong Stock Exchange, and on a Rule 144A/Reg. S international offering with concurrent offering of A shares on the Shanghai Stock Exchange: the largest IPO by an Asian issuer in history. Manuel Garciadiaz advised OSX Brasil in its $1.4bn Rule 144A/Reg. S IPO, and also represented BR Properties and the selling shareholders regarding a $523m Rule 144A/Reg. S IPO, with both offerings of shares listed on the São Paulo Stock Exchange. On the manager side, Richard Truesdell advised Morgan Stanley and Dahlman Rose & Company as joint bookrunners and representatives of the underwriters regarding the $162.5m SEC-registered IPO of Monaco-based Scorpio Tankers. Maurice Blanco represented the initial purchasers in Banco do Brasil’s $4.9bn Rule 144A/Reg. S follow-on offering of common shares. The team also provided advice to the underwriters in Stillwater Mining Company’s secondary and exchangeable notes offering, and in the $103m common stock offering of Panama-based airline and cargo service provider Copa Holdings. In the debt markets, Nicholas Kronfeld led in representing Barclays Capital and RBS Securities as initial purchasers regarding Telvent GIT’s $200m Rule 144A senior subordinated convertible notes offering, the first-ever convertible notes offering by a Spanish issuer in the US.

Skadden, Arps, Slate, Meagher & Flom LLP fields a ‘top-notch’ capital markets practice well versed in global offerings. The ‘all-round outstanding’ team is noted in particular for its ‘unmatched ability to command resources around the globe to hunt down an issue, question or market practice’, and it has an extensive network including Latin America, Europe and Asia, as well as offering broad coverage of the domestic market. In debt deals, Phyllis Korff advised Southern Copper Corporation, a subsidiary of copper producer Grupo México, on a $1.5bn offering of notes in two tranches: a $400m 5.375% notes offering, and a $1.1bn offering of 6.75% notes. Gregory Fernicola advised the Bermuda-based Bank of N.T. Butterfield & Son in a $200m exempt offering of 8% perpetual limited voting preference shares, guaranteed by the government of Bermuda. Los Angeles-based Gregg Noel also advised Westfield Group in a $700m Rule 144A/Reg. S offering of 7.5% guaranteed senior notes by its subsidiaries WEA Finance and WT Finance (Australia), and on the US securities law issues of its A$2.9bn Rule 144A/Reg. S placement of ordinary stapled securities to Australian and other institutional investors. Also in California, Casey Fleck is singled out for his work representing Wynn Macau on its $1.6bn IPO in Hong Kong, and Wynn Resorts on its $210m offering of common stock. The firm also has a reputation on the manager side, and counts several international investment banks as clients. It provides ‘high-quality, practical advice’ in both debt and equity matters.

Clifford Chance has a very active global offerings practice, advising clients in both debt and equity transactions across jurisdictions including Asia and Latin America. Known for its ‘technical skills and large experience’, the firm is ‘at the forefront of international deals’. Notable debt highlights included advising Banco Bradesco on a $1.1bn 5.9% subordinated notes offering, a transaction led by Anthony Oldfield, who is based between São Paulo and New York and counts TAM Capital 2, Itaú Europa and Banco Cruzeiro do Sul as clients. ‘Willing to cope with any challenge’, Jonathan Zonis advised BB Securities, Banco Votorantim, Deutsche Bank Securities, JPMorgan Securities, Banco Espírito Santo de Investimento and Banco Votorantim Securities as managers in connection with Banco do Brasil’s $450m notes offering under its $5bn global MTN program. On the issuer side, Tony Lopez led in providing advice to AWAS Aviation Capital Limited on a $600m offering of senior secured notes and subsequent listing of the notes on the Global Exchange Market of the Irish Stock Exchange. In equity work, Jonathan Zonis, assisted by the São Paulo team, advised Banco Santander and Bank of America Merrill Lynch as underwriters of Renova Energia’s $85m IPO, the first renewable energy company to publicly list on the Bovespa Stock Exchange. Zonis also assisted in advising Banco do Brasil in a $5.42bn equity deal, one of the largest in the Latin America region.

With a wide-reaching and ‘wonderful’ reputation, Cravath, Swaine & Moore LLP’s international securities practice has substantial experience advising on global offerings. William Fogg advised the initial purchasers, led by JPMorgan and Goldman Sachs, on the $300m Rule 144A/Reg. S high-yield senior debt offering of syncreon Global (Ireland) and syncreon Global Finance (US). LizabethAnn Eisen is also active in European high-yield debt market offerings. Elsewhere, Fogg and Eric Schiele represented JPMorgan in a $200m Rule 144A/Reg. S high-yield senior secured debt offering by Air Canada, having previously advised initial purchasers JPMorgan and TD Securities on Air Canada’s $600m and C$300m Rule 144A/Reg. S high-yield senior secured debt offerings. Craig Arcella represented Bank of America Merrill Lynch as initial purchaser in the $500m Rule 144A/Reg. S debt offering of the Chilean-based Empresa Nacional del Petróleo. The firms also offers strong issuer-side counsel, and William Rogers recently advised European PVC producer Kerling in a €785m Rule 244A/Reg. S high-yield senior secure debt offering listed on the Luxembourg Stock Exchange. The firm also handles equity offerings, particularly for issuer clients. Rogers represented Costamare in its $160m IPO, and Erik Tavzel advised international financial advisory and asset management company Lazart in a $224m Class A common stock offering, with both offerings listed on the NYSE. Rogers also advised Marshall Islands corporation Safe Bulkers on a $72m offering and private placement of common stock listed on the NYSE. Such breadth of experience ensures the firm a prominent role on the global stage.

Simpson Thacher & Bartlett LLP is highly rated for its knowledge of the ‘legal aspects of public offerings of securities, both in the US and on a cross-border basis’. The firm has a presence in key global locations including London, Hong Kong, Beijing, São Paulo and Tokyo, and is particularly well known for its strength in the Asia region. A recent highlight for the US-based team was Glenn Reiter’s representation of Merrill Lynch and JPMorgan Securities as initial purchasers in the $200m Rule 144A/Reg. S offering of 8.5% non-cumulative fixed and floating rate step-up junior subordinated notes by Banco Internacional del Perú (Interbank). Reiter also advised the underwriters, led by Deutsche Bank, BNP Paribas and HSBC, in América Móvil’s foreign currency denominated debt offering, consisting of €1bn senior notes, €750m senior notes and £650m senior notes; and represented the underwriters in several debt offerings by development bank Kreditanstalt für Wiederaufbau (KfW), totalling $60bn. Elsewhere, Marisa Stavenas advised the initial purchasers, including Citigroup Global Markets and BNP Paribas, in the private offering of a Rule 144A/Reg. S senior notes offering by OI European Group, of aggregate amount €500m.

Sullivan & Cromwell LLP has broad capabilities in the global capital markets with a network of 800 lawyers spanning 12 offices. The practice is known for its strength in advising key financial institution clients including Goldman Sachs and UBS in global offerings. Neal McKnight advised Anheuser-Busch InBev in a R$750m SEC-registered debt offering of guaranteed notes listed on the NYSE in November 2010. Rebecca Simmons advised UBS Stamford in a $2bn global MTN offering, and two further global MTN offerings worth $1.5bn and $300m respectively. David Harms assisted the underwriters in United Technologies’ SEC-registered $2.25bn global note Soffering in February 2010. Newly elected partner Inosi Nyatta relocated to New York from London in 2010, and brings experience in global debt and equity work, as well as expertise in Rule 144A offerings and cross-border transactions. Andy Soussloff is also recommended.

Ashurst LLP’s securities expertise extends to several key jurisdictions, and the group is notably active in the European debt market. Highlights of 2010 included advising on the $500m covered bond issuance by the Korean government owned and controlled corporation Korea Housing Finance, which was the first statutory covered bond in Asia. The team also assisted NRW Bank in its €50bn debt issuance program; L-Bank in its €30bn debt issuance program; and Daimler in its €35bn EMTN program. Clients praise the team’s ‘first-rate industry knowledge’ and ‘great attention to detail’, and ability to provide ‘immediate responses’. New York-based William Gray is the key contact.

Oil and gas industry specialist Baker Botts L.L.P. has expertise in the energy sector, which serves international clients exceptionally well. The team has a strong issuer practice, and continues to grow its manager client base. Rated for its ‘excellent customer services’, the team has expertise advising large corporates in connection with global notes offerings. It assisted MetroPCS Communications, Noble Corporation, Valero Energy Corporation, Pride International and Waste Management in public offerings of global notes to the value of $2bn, $1.25bn, $1.25bn, $1.2bn and $600m respectively. The team also represented the managers in Weatherford International’s $1.4bn public offering of global notes, and provided manager counsel regarding the $1.5bn public offering of global debentures of Burlington Northern Santa Fe. Other highlights included representing the managers in the $400m global notes offering of Enbridge Energy Partners, and also in NuStar Logistics’ $450m public offering of global notes. Corporate department chair David Kirkland is recommended.

The ‘excellent’ Debevoise & Plimpton had a very active 2010 in global offerings work, representing issuer clients in debt and equity deals. In a high-profile transaction, practice co-chair Peter Loughran and Thomas Britt, together with assistance from the firm’s Paris and Hong Kong offices, advised American International Group (AIG) and AIA Group regarding AIA’s $20.5bn IPO and listing on the Hong Kong Stock Exchange: the third-largest IPO ever in Hong Kong. Co-chair Alan Paley advised Manulife Financial Corporation on a C$2.5bn offering of common shares, and also assisted the client in senior notes debt offerings totalling $1.1bn. Other highlights included advising International Finance Coporation, JAFCO Asia Technology Fund II and the Greater China Trust as the selling shareholders in HiSoft Technology International’s $74m IPO of US depositary shares. On the debt side, the firm counts Itaú Unibanco Holding and Westpac Banking Corporation as clients. Steven Slutzky and Paul Rodel are recommended.

Dechert LLP has a broad-based global practice with experience in debt, equity and high-yield work across several jurisdictions, including significant expertise in the Latin American market, where Howard Kleinman LLP in New York is very active. Kleinman is currently representing a Chilean financial institution in its proposed $500m Rule 144A/Reg. S offering of unsecured notes, and also recently acted as the US counsel to Corp Group Banking in Chile regarding a $100m private placement of 7.5% notes, offered and sold outside the US. Kleinman also represented the Mexican government regarding the sale of $160m-worth of catastrophe bonds. In equity work, Washington DC-based Thomas Friedmann is currently advising the controlling and selling shareholder in Venti’s global IPO, with shares to be listed on the Bovespa and the Luxembourg Stock Exchanges. On the manager side, Kleinman represented UBS Securities in Solvay Indupa’s proposed $225m offering of Brazilian depositary receipts, and also advised Credit Suisse Securities (USA) on a proposed $300m listing of Brazilian depositary receipts on the Bovespa Stock Exchange by Socotherm Americas. Former New York-based corporate finance co-chair Bonnie Barsamian left to join Fried, Frank, Harris, Shriver & Jacobson LLP in January 2011. Christopher Karras, who is based between Philadelphia and London, is recommended for his longstanding experience.

With offices in Europe and Asia, Fried, Frank, Harris, Shriver & Jacobson LLP is well placed to serve US clients abroad and foreign clients in the domestic market. Advising issuers and underwriters, the firm is ‘extremely good overall’. Joshua Wechsler, who is based between Hong Kong and New York, assisted in advising Sound Global in its RMB¥885m convertible bonds offering on the Singapore Stock Exchange. Stuart Gelfond, together with the firm’s London team, represented Latin American media group Grupo Televisa with regard to its $600m senior notes offering in the US. On the underwriter side, Valerie Ford Jacob, Daniel Bursky and Andrew Barkan advised Mitsubishi UFJ Securities, Citigroup Global Markets and HSBC in Procter & Gamble’s JPY¥885m SEC-registered offering in May 2010. The firm provides ‘quality representation and service’, with the ‘required industry knowledge and expertise’.

Latham & Watkins LLP has a notable presence in Latin America and Asia, and the US-based team assists managers and issuers in debt, equity and high-yield transactions across these jurisdictions; its experience includes acting as issuer counsel to clients from China, Hong Kong and India. The firm also has an impressive profile and reputation in the European high-yield debt market. Recent global highlights include advising the underwriters, including Deutsche Bank Securities, in connection with the $210m IPO of Elster Group; this transaction was the first IPO of a German company on the NYSE since 2006. Alexander Cohen in Washington DC, with support from the firm’s London office, led on this transaction. Other manager clients include ICICI Bank. Corporate practice vice-chair Marc Jaffe is highly recommended in the arena, together with co-chair of the corporate department Senet Bischoff. Both are based in New York.

Milbank, Tweed, Hadley & McCloy LLP’s global securities practice has experience across several key jurisdictions, and in April 2010 the firm increased its reach substantially with the opening of an office in São Paulo. Andrew Jánszky joined this new office as managing partner from Shearman & Sterling LLP, and brings great expertise to the firm. Jánszky provided issuer advice to BM&F Bovespa, CSN, Gol and Marfrig in debt offerings aggregating $2.4bn in 2010. He also represented Itaú BBA and JPMorgan as underwriters of several equity offerings by Gerdau and its controlling shareholder. Chairman of the securities group, corporate group and Latin America practice group Michael Fitzgerald is highly recommended. The ‘excellent’ Robert Mullen Jr also has experience in international equity, investment-grade and high-yield debt offerings. His clients include Nippon Telegraph and Telephone Corporation, Scottish Power, Cisco Systems and Renaissance Technologies, while on the manager side, Mullen regularly represents Citigroup, Credit Suisse and UBS, and recently provided advice to the government of Canada and the government of Bermuda. Douglas Tanner advises clients on early financings and public offerings of technology clients, and Frank Vivero is recommended for his broad expertise.

Morrison & Foerster LLP is singled out for its ‘multi-disciplinary approach and expertise’, as well as for ‘spotting unique opportunities’. The team handles a substantial volume of work for key client Bank of America Merrill Lynch, recently assisting the bank in international debt offerings in Asia, Australia and Canada. The firm has an excellent track record for work in Asia, and the US team can call upon resources across the region in Shanghai, Beijing, Hong Kong and Tokyo. Highlights included advising HSBC Holding and CCB International as underwriters of the $133m IPO of Ruinian International, listed on the Hong Kong Stock Exchange, a transaction led by Palo Alto-based Christopher Forrester. On the debt side, Lloyd Harmetz in New York represented Merrill Lynch International as underwriter of the JPY¥100bn MTN program update and Reg. S offering of Merrill Lynch Japan Finance. Harmetz and Anna Pinedo also advised new client RBC Capital Markets as underwriter of Royal Bank of Canada’s structured notes offerings in 2010.

With a focus on equity and high-yield debt work, Proskauer Rose LLP’s international coverage includes the European, Asian, and Latin American markets, with a recent focus on the latter through the firm’s office in São Paulo. Active in equity offerings, New York-based Julie Allen represented Sabre Industries in its IPO on the NASDAQ Global Select Market. Carlos Martinez, based between the firm’s New York and São Paulo offices, is a key individual in the arena, and is noted for his expertise in Latin America and in cross-border debt and equity transactions.

Shearman & Sterling LLP has particular expertise in the Latin American and Canadian regions. With a team of ‘excellent experts for any kind of transaction’, the firm is well equipped to deal with both debt and equity offerings domestically and abroad. On the debt side, head of the Latin American practice Antonia Stolper in New York, represented Banco Internacional del Perú – Interbank on a $200m Rule 144A/Reg. S global offering of non-cumulative fixed and floating rate step-up junior subordinated notes. The practice also reports an increase in equity offerings in Latin America. Stuart Fleischmann in New York represented Merrill Lynch and other underwriters of the $69bn offering of Petrobras; this transaction is one of the largest-ever global equity offerings, and was listed as US depositary shares and as stock on the São Paulo Stock Exchange. The firm lost Andrew Jánszky to Milbank, Tweed, Hadley & McCloy LLP in 2010.

White & Case LLP provides advice to global clients seeking to access both the debt and equity markets. From New York, Kevin Keogh represented the Canada Housing Trust No.1 and the Canada Mortgage and Housing Corporation, as issuer and agent respectively, in the offering and sale of C$35.73bn in Canada Mortgage Bonds. Leading the equity practice, Colin Diamond advised the bookrunning managers JPMorgan Securities and Deutsche Bank Securities in connection to the $57.5m IPO of MediaMind Technologies, listed on the NASDAQ Global Select Market. The firm’s global reach covers the major jurisdictions of Latin America, Asia and Europe.