United States > Finance > Capital markets: high-yield debt offerings
Index of tables
- Capital markets: high-yield debt offerings – advice to issuers
- Capital markets: high-yield debt offerings – advice to managers
- Leading lawyers
Capital markets: high-yield debt offerings – advice to issuers
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1
- Latham & Watkins LLP
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Simpson Thacher & Bartlett LLP -
Skadden, Arps, Slate, Meagher & Flom LLP
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2
- Cravath, Swaine & Moore LLP
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Davis Polk & Wardwell LLP - Kirkland & Ellis LLP
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Shearman & Sterling LLP
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3
- Cleary Gottlieb Steen & Hamilton LLP
- Debevoise & Plimpton
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Dechert LLP - Fried, Frank, Harris, Shriver & Jacobson LLP
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Gibson Dunn - Jones Day
- Paul, Weiss, Rifkind, Wharton & Garrison LLP
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Proskauer Rose LLP - Sullivan & Cromwell LLP
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Weil, Gotshal & Manges LLP
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Baker Botts L.L.P. -
Clifford Chance - Mayer Brown
- O’Melveny & Myers LLP
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Paul Hastings LLP -
Vinson & Elkins L.L.P. - Wachtell, Lipton, Rosen & Katz
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Capital markets: high-yield debt offerings – advice to managers
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1
- Cahill Gordon & Reindel
- Cravath, Swaine & Moore LLP
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Davis Polk & Wardwell LLP - Latham & Watkins LLP
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Shearman & Sterling LLP
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2
- Cleary Gottlieb Steen & Hamilton LLP
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Simpson Thacher & Bartlett LLP
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3
- Fried, Frank, Harris, Shriver & Jacobson LLP
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Proskauer Rose LLP -
Skadden, Arps, Slate, Meagher & Flom LLP - Sullivan & Cromwell LLP
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Weil, Gotshal & Manges LLP - White & Case LLP
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Baker Botts L.L.P. -
Clifford Chance -
Dechert LLP
- Milbank, Tweed, Hadley & McCloy LLP
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Paul Hastings LLP
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Leading lawyers
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- Craig Arcella - Cravath, Swaine & Moore LLP
- James Clark - Cahill Gordon & Reindel
- Kris Heinzelman - Cravath, Swaine & Moore LLP
- Valerie Ford Jacob - Fried, Frank, Harris, Shriver & Jacobson LLP
- Marc Jaffe - Latham & Watkins LLP
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Michael Kaplan -
Davis Polk & Wardwell LLP -
Phyllis Korff -
Skadden, Arps, Slate, Meagher & Flom LLP - Jonathan Schaffzin - Cahill Gordon & Reindel
The ‘superb‘ Cahill Gordon & Reindel, ‘one of the premier high-yield shops’, is widely perceived to be the most dominant player in advising managers on high-yield debt offerings. The heavyweight practice wields a ‘commanding presence’ in the arena, and ‘produces attorneys with the best foundations’ for advising on the most complex high-yield debt work. The team has an enviable market share of instructions, and regularly acts for all major financial institutions. In 2011, Daniel Zubkoff, Jonathan Schaffzin, Jonathan Frankel and Brian Kelleher advised the joint bookrunning managers, including Barclays Capital, Deutsche Bank Securities, UBS and Mizuho International, on Capsugel Finance Co’s $325m Rule 144A/Reg. S offering of 9.875% senior notes due 2019 (in order to finance KKR’s $2.4bn buyout of Capsugel from Pfizer). Kelleher, together with James Clark and Susanna Suh, also represented Bank of America Merrill Lynch and other initial purchasers regarding a $2bn Rule 144A offering by CIT Group, comprising $1.3bn of 5.25% series C second-priority secured notes due 2014 and $700m 6.625% series C second-priority secured notes due 2018. The ‘practical and down-to-earth’ William Hartnett is ‘technically excellent’, and alongside William Miller, advised JPMorgan, Barclays Capital, Bank of America Merrill Lynch, Citi, Deutsche Bank Securities and Wells Fargo Securities as joint bookrunning managers of HCA’s $5bn public offering of senior secured notes. Clark and Corey Wright advised Bank of America Merrill Lynch, JPMorgan and Citi as joint bookrunning managers and the other underwriters in a $1bn public offering of 6.625% senior notes due 2021 by Limited Brands. John Tripodoro and Douglas Horowitz are highly recommended.
Benefiting from a top reputation in the market, Cravath, Swaine & Moore LLP has excellent high-yield debt capabilities and is known for its superb track record acting as manager counsel. Practice leader William Whelan and William Fogg, managing partner of the corporate department, are singled out for their deep experience. Whelan advised UBS, Credit Suisse, Morgan Stanley and Barclays Capital as the initial purchasers on two high-yield debt offerings by TransDigm totaling $1.65bn, and on the issuer side, Fogg represented The Jones Group in a $300m registered high-yield senior debt offering. Andrew Pitts represented Barclays Capital as the initial purchaser regarding Freescale Semiconductor’s $750m Rule 144A/Reg. S high-yield senior debt offering in 2011. Other key individuals include LizabethAnn Eisen, who acted for Goldman Sachs and Citi as initial purchasers in a $1bn Rule 144A /Reg. S high-yield priority guarantee debt offering of Clear Channel Communications, and Stephen Burns, who represented Morgan Stanley and Wells Fargo Securities as underwriters in a $1bn registered high-yield senior debt offering of Chesapeake Energy Corporation. Eisen, together with William Rogers Jr, also represented the initial purchasers, led by Bank of America Merrill Lynch, Goldman Sachs, Citi and Morgan Stanley, in the Chrysler Group’s $3.2bn Rule 144A/Reg. S high-yield secured senior debt offering. Eric Schiele acted for JPMorgan in a $150m Rule 144A/Reg. S high-yield senior notes offering of Bumble Bee Holdco. Leading individual Kris Heinzelman is a ‘fantastic lawyer’.
An ‘outstanding firm’, Davis Polk & Wardwell LLP is ‘excellent in all regards’ and had a very active 2011 for high-yield debt offerings work. The team is noted for assisting manager and issuer clients in complex transactions. Recent highlights on the manager side include representing the joint bookrunning managers on three high-yield debt offerings by Windstream, and advising Credit Suisse Securities as initial purchaser of Harbinger Group’s $150m Rule 144A/Reg. S offering of senior secured notes; both offerings were led by the highly recommended Michael Kaplan. Richard Truesdell has excellent experience, and represented The AES Corporation on a $1bn Rule 144A/Reg. S offering of senior notes. Truesdell also advised JPMorgan Securities as initial purchaser in Platinum Energy Solutions’ $50m unregistered add-on offering of senior secured notes (a reopening of an initial $115m offering), and represented Credit Suisse as joint bookrunning manager and initial purchaser on a series of Rule 144A/Reg. S offerings of over $1bn aggregate amount by Warner Music Group. The team is noted for its knowledge of a number of sectors, and counts vehicle component manufacturer Delphi Automotive, surgical facilities provider Symbion, retailer Limited Brands and data center and internet exchange service provider Equinix as recent clients. Also recommended from within the highly capable team are Richard Drucker, Richard Sandler, Sarah Beshar Joseph Hall and Deanna Kirkpatrick.
Latham & Watkins LLP’s respected securities practice has a wealth of high-yield debt experience, and provides advice to both issuer and manager clients on complex offerings work. In New York, Marc Jaffe is particularly rated for the quality of his advice, and recent instructions include representing Niska Gas Storage and other affiliates as issuers of a $800m Rule 144A/Reg. S high-yield debt offering, a transaction completed with Partrick Shannon, who is based in Washington DC. The team also fields Kirk Davenport, who is noted for his longstanding experience. In 2011, Davenport represented Morgan Stanley as lead initial purchaser in a $3.8bn high-yield debt offering by NRG Energy, and also advised Bank of America Merrill Lynch as lead initial purchaser on a $1bn Rule 144A/Reg. S high-yield debt offering by clothing manufacturer Hanesbrands. From Houston, Michael Chambers acted for Barclays Capital and Citi as lead initial purchasers in various Rule 144A/Reg. S high-yield debt offerings valuing at $1.4bn by Linn Energy. Elsewhere, the Washington DC team was also active in high-yield debt work. Rachel Sheridan represented Onex Partners and key client Pinafore on a $1.2bn Rule 144A high-yield bond offering by Pinafore LLC and Pinafore Inc, to finance the leveraged buyout of engineering and manufacturing company Tomkins. Shannon also advised The Carlyle Group and CommScope on CommScope’s $1.5bn Rule 144A/Reg. S high-yield bond offering.
‘One of the top firms in leveraged finance work’, Shearman & Sterling LLP has superb high-yield capabilities in the US and beyond. The team provides an ‘excellent service’ to both issuers and underwriters, and advises clients from a range of sectors. ‘Exceptional lawyer’ David Beveridge is ‘smart, responsive, commercial and results-oriented’. Notable highlights for Beveridge included advising the joint bookrunning managers (Credit Suisse, Bank of America Merrill Lynch, RBC Capital Markets, Citi and Wells Fargo Securities) on Frac Tech’s $550m Rule 144A/Reg. S registration rights offering of high-yield senior notes, and representing Bank of America Merrill Lynch, Morgan Stanley, JPMorgan and Barclays Capital as joint bookrunning managers in a $1.25bn Rule 144A/Reg. S high-yield senior notes offering by Dolphin Subsidiary II, a subsidiary of AES Corporation. Michael Benjamin is another key individual, and represented Bank of America Merrill Lynch, JPMorgan and Deutsche Bank as initial purchasers regarding a $390m offering of senior subordinated notes, a concurrent debt tender offer, and consent solicitation by Vail Resorts. Other key mandates included advising Citigroup Global Markets and Bank of America Merrill Lynch as representatives of the initial purchasers regarding the private placement of $750m of 8.125% senior notes due 2019 and $750m of 8.375% senior notes due 2021 by Sealed Air Corporation, and representing the joint bookrunning managers in Peabody Energy Corporation’s bridge takeout and Rule 144A/Reg. S offering of $1.1bn high-yield senior notes to finance the acquisition of Macarthur Coal.
Simpson Thacher & Bartlett LLP has a superb reputation and is rated for its excellent high-yield debt capabilities. On the issuer side, the firm benefits from its top-tier strength in private equity work, and advises a number of private equity sponsors on high-yield debt offerings. It is also known for its work for major financial institution JPMorgan. Arthur Robinson has longstanding experience and a wealth of high-yield debt knowledge, and represented the initial purchasers, led by Bank of America Merrill Lynch and Morgan Stanley, in two high-yield debt offerings of senior notes totaling $900m and pursuant to Rule 144A/Reg. S by Endo Pharmaceuticals. Joshua Ford Bonnie also acted for the underwriters in two $600m debt offerings (totaling $1.2bn) by Concho Resources. Demonstrating strength in advising issuer clients, Joseph Kaufman advised HCA in a $5bn offering of senior notes and in a further $500m offering of 8% senior notes due 2018. The firm’s Palo Alto office also represented Seagate Technology in a $600m aggregate principal amount offering of 7% senior notes due 2021. Other issuer clients include SunGard Data Systems, XM Satellite Radio, L-3 Communications Holdings and Vanguard Health Systems. The firm opened a new office in Houston in 2011, and has already sourced a number of energy-related transactions. Practice head Vincent Pagano is praised for his expertise.
Skadden, Arps, Slate, Meagher & Flom LLP is known for handling complex high-yield debt work for issuer clients. Co-head of the firm’s global corporate finance practice Stacy Kanter represented Endo Pharmaceuticals in a $900m Rule 144A/Reg. S offering of senior notes in two tranches. Richard Aftanas represented Florida East Coast Holdings Corporation in a $130m Rule 144A/Reg. S high-yield offering of senior PIK toggle notes, and assisted Oppenheimer Holdings with a $200m Rule 144A/Reg. S high-yield offering of senior secured notes. On the manager side, Aftanas represented Morgan Stanley as sole manager in Merge Healthcare Incorporated’s $52m Rule 144A/Reg. S high-yield offering of senior secured notes. In Los Angeles, the recommended Gregg Noel advised Banc of America Securities as lead initial purchaser in FTI Consulting’s $400m Rule 144A/Reg. S’s high-yield offering of 6.75% senior notes due 2020, and represented Quiksilver in a €200m Rule 144A/Reg. S high-yield offering of 8.875% senior notes due 2017. Casey Fleck advises several financial institutions, including Citigroup Global Markets, Bank of America Merrill Lynch and Credit Suisse Securities. Other key high-yield issuer clients include Windstream Corporation, DineEquity, Valeant Pharmaceuticals, Freescale Semiconductor Holdings and Autonation. Brian Duwe in Chicago is also recommended, and Phyllis Korff is recognized as a top practitioner.
Cleary Gottlieb Steen & Hamilton LLP’s experienced team assists issuer and underwriter clients on US and global high-yield offerings. The firm has an excellent reputation in the arena, and benefits from a superb track record. It is also rated for its extensive knowledge of the Latin America and Europe markets. Recent highlights on the manager side include Duane McLaughlin advising Bank of America Merrill Lynch and JPMorgan as underwriters and the other initial purchasers in a Rule 144A/Reg. S $1bn high-yield notes offering by key client CEMEX. David Lopez also represented Deutsche Bank Securities and Citigroup Global Markets in Amkor Technologies’ $400m Rule 144A/Reg. S offering of 6.625% senior notes. In a key issuer mandate, Sandra Flow and Laurent Alpert provided advice to Alpha Natural Resources on a $1.5bn SEC-registered high-yield bond offering and related debt tender. The team also represented Kindred Healthcare and Kindred Escrow Corporation in the latter’s $550m offering of 8.25% senior notes due 2019. In global work, the team has high-yield debt experience in Argentina and Brazil, and Carmen Corrales represented Credit Suisse in a Rule 144A/Reg. S high-yield bond offering by Jamaican group National Road Operating and Constructing Company.
Leveraging off its superb private equity capabilities, Kirkland & Ellis LLP is known for advising private equity sponsors on high-yield debt offerings. The team is noted for its experience across several sectors, including media and entertainment, technology and energy. In 2011, it advised a private equity consortium, led by Apax Partners and including Kinetic Concepts, on a $1.75bn offering of 10.5% second-lien secured notes due 2019 and a further $750m offering of 12.5% senior notes due 2019 in order to finance a LBO deal. It also represented Charter Communications in three offerings of senior notes of aggregate amount $2.9bn; these transactions were led by the New York-based Joshua Korff and Christian Nagler, respectively, who are both recommended for their knowledge. From Chicago, Dennis Myers and Gerald Nowak are highly recommended, and Nowak recently represented NRG Energy on three offerings of senior notes of aggregate amount $3.2bn. Also in Chicago, James Rowe has a growing reputation, and advised CDW in three offerings of senior notes of total value $1.675bn.
Drawing on its private equity expertise, the ‘highly skilled and adaptable’ team at Debevoise & Plimpton has high-yield debt experience in assisting issuer clients in complex offerings. Providing an ‘exceptional level of service’, the team provides a ‘depth of talent’ and ‘very good insight’. Matthew Kaplan and Paul Rodel are recommended for their experience in private equity acquisition financing deals through high-yield debt offerings. In 2011, Kaplan represented Access Industries in connection with several senior notes offerings by WMG Acquisition and WMG Holdings regarding the Access Industries’ acquisition of Warner Music Group’s recorded music and music publishing business. Rodel also advised SRA International and Providence Equity Partners in a $400m offering of 11% senior unsecured notes due 2019. The ‘adaptable, flexible and committed’ Steven Slutzky is an ‘astute professional’ with a ‘wealth of knowledge’. Slutzky represents The Rank Group and its portfolio companies in securities work, including high-yield debt and debt offerings. Practice chairs Peter Loughran and Alan Paley are noted for their broad expertise, and the team is noted for its strength at associate level, with Stratis Philippis singled out for his negotiation skills.
Dechert LLP’s team advises issuers and managers on high-yield debt offerings, and has significant cross-border experience. New York-based Howard Kleinman is a leading practitioner in the group. In 2011, Kleinman represented JPMorgan Securities as the initial purchaser in a $178m high-yield offering of fixed rate notes and floating rate notes by Chilean bank CorpBanca, and as the initial purchaser in a $115m Reg. S offering of senior notes by CorpBanca (the first offering under CorpBanca’s new $500m global note program). On the issuer side, Philadelphia-based William Lawlor and Ian Hartman represented Crown Holdings in a $700m principal amount high-yield offering of senior unsecured notes and tender offer for the outstanding $600m senior unsecured notes. Carmen Romano led in advising The Sheridan Group on a $150m high-yield offering of senior notes, and also represented Brickman Group Holdings in a $250m high-yield senior notes offering in connection with its new senior secured credit facility. Martin Nussbaum in New York also advised Griffon Corporation in a $550m principal amount high-yield debt offering of senior notes. The firm lost Bonnie Barsamian to Fried, Frank, Harris, Shriver & Jacobson LLP in 2011.
The ‘very responsive and thorough’ team at Fried, Frank, Harris, Shriver & Jacobson LLP is noted for advising major global financial institutions on high-yield debt work. ‘Top-notch securities lawyers’ Vasiliki Tsaganos and Stuart Gelfond, based in Washington DC and New York respectively, are both rated for their ‘deep pool of knowledge’ and have ‘years of experience to guide clients’. Recent highlights for the pair include advising Navios Maritime Acquisition Corporation and its subsidiary company Navios Acquisition Finance on a $400m issuance and sale of high-yield first-priority ship mortgage notes, and representing Sabra Health Care REIT in a $225m issuance and sale of high-yield senior notes. New York-based Paul Tropp advised Jefferies & Company as initial purchaser in GFI Group’s $250m private placement of high-yield senior notes. The extremely experienced firm chairperson Valerie Ford Jacob counts Bank of America Merrill Lynch and JPMorgan Securities as key clients. The firm has also recently represented Euramax International, Perry Ellis International and Onex Corporation as issuers in high-yield debt offerings. Andrew Barkan and Daniel Bursky are recommended.
Gibson Dunn’s high-yield debt capabilities remain strongest on the issuer side, and it acts for clients from a range of industries from its offices across the US. From the Los Angeles office, Jonathan Layne counts Ameristar Casinos and CityCenter Holdings as clients, assisting the latter on a $1.5bn high-yield offering of senior secured first and second lien notes in 2011. Dhiya El-Saden represented Ducommun Incorporated in a $200m Rule 144A high-yield senior notes offering. The New York team includes Andrew Fabens and Barbara Becker. Becker recently advised Huntington Ingalls Industries on a $1.2bn high-yield senior notes offering. Fabens has extensive experience, and in 2011 he advised issuer clients Shea Homes, Celanese Corporation and Thompson Creek Metals on various high-yield debt offerings. Alan Bannister is also recommended. In Denver, Richard Russo has notable expertise, and Robyn Zolman represented Vail Resorts in a $390m Rule 144A high-yield offering of senior subordinated notes.
Jones Day’s securities practice has experience advising issuer clients on high-yield debt offerings, under the leadership of Christopher Kelly, who heads up the firm’s global capital markets practice from New York. The practice is increasing its manager side mandates, and counts Jefferies & Company as a key client. Recent highlights include advising Checksmart Financial Company on a $395m Rule 144A/Reg. S offering of 10.75% senior secured notes due 2019, and representing Sprint Nextel Corporation on a $1bn issuance of 11.500% notes due 2021 and a $3bn Rule 144A/Reg. S offering of 9.00% guaranteed notes due 2018. Cleveland-based Michael Solecki advised American Greetings Corporation on a $225m offering of 7.375% senior notes. Also in Cleveland, Thomas Daniels represented ERICO International Corporation on the redemption of its 10.75% senior subordinated notes due 2014. From Chicago, Timothy Melton and Joel May count Exide Technologies as an important client for high-yield debt work. The firm is recommended for its breadth of experience in different industries and locations.
Paul, Weiss, Rifkind, Wharton & Garrison LLP boosted its high-yield capabilities in 2011 with the arrival of Gregory Ezring, who joined together with Monica Thurmond from O’Melveny & Myers LLP. Ezring has extensive knowledge, and recently represented Rock Gaming in a $380m high-yield bond deal in order to finance casino building, and also advised American Idol owner CKx on a $360m high-yield notes offering to refinance a bridge loan in connection with the leveraged acquisition of CKx Entertainment by Apollo Global Management. John Kennedy advised Ply Gem Industries in an $800m Rule 144/Reg. S offering of 8.25% senior secured notes, as part of the restructuring of the company’s debt portfolio. Lawrence Wee is also recommended. The firm’s new Toronto office regularly assists in high-yield debt matters.
‘Far and away one of the most user-friendly firms’, Proskauer Rose LLP’s ‘creative, knowledgeable and business-focused’ team continues to strengthen its high-yield debt expertise. The group is led by ‘creative thinker’ Julie Allen, who has ‘deep knowledge’, alongside Frank Lopez, who ‘brings incredible value to all projects’ and ‘knows how to explain difficult concepts’. Allen and Lopez advised Grifols on a $1.1bn senior notes offering of 8.25% senior notes due 2018, paired with a $3.4bn financing. Allen also continues to advise key client Icahn Enterprises. ‘Reachable at all times of the day and night’, new recruit Justin Breen, who joined in 2011 from Cahill Gordon & Reindel, has ‘industry-leading judgement’ and ‘vast experience’. Breen, together with Lopez, advised Boporan Holdings on Boporan Finance’s £400m offering of 9 7/8% senior notes due 2018 and €340m offering of 9 3/4% senior notes due 2018, and also advised American Gaming Systems in a Rule 144A high-yield bond offering. The ‘proficient and skilful’ Pippa Bond has a ‘practical and efficient style’, and recently represented Ares Management in a $250m aggregate principal amount high-yield bond offering of 11% senior notes due 2019 by its subsidiary company Number Merger Sub, Inc, issued in connection with the acquisition of the 99 Cents Only Stores. Monica Shilling is also recommended. Clients also praise the ‘cost-effective service which is available 24/7’.
Sullivan & Cromwell LLP continues to make waves in the high-yield debt arena. The firm is particularly noted for its expertise in providing issuer counsel. An expert on Australia-related transactions, John Estes represented CIT Group in a $2bn Rule 144A/Reg. S offering, consisting of a $1.3bn series C second-priority secured notes, and $700m series C second-priority secured notes. Estes also acted for Australian company Fortescue Metals Group in a high-yield debt offering. Highlights for the experienced Scott Miller included advising Chrysler Group in a $3.2bn Rule 144A high-yield offering of secured senior notes in two tranches, advising Dish DBS Corporation on a $2bn Rule 144A/Reg. S high-yield offering of 6.75% senior notes due 2021, and representing EchoStar Corporation in a $2bn Rule 144A/Reg. S senior notes offering. Robert Downes acted for Building Materials Corporation of America in a $1bn Rule 144A/Reg. S high-yield notes offering, and together with John Mead, advised AMC Networks on a $700m Rule 144A/Reg. S offering of 7.750% senior unsecure notes due 2021. In a key manager mandate, Neal McKnight represented the underwriters, led by Goldman Sachs, in a $300m high-yield offering of 7% senior notes due 2021 by Boart Longyear. Robert Buckholz and Andrew Soussloff are also recommended.
Weil, Gotshal & Manges LLP’s practice is led by Matthew Bloch, however the firm lost Rod Miller to Milbank, Tweed, Hadley & McCloy LLP in 2011. The firm’s reputation for providing issuer counsel stems in part from its private equity capabilities, and it acts for a number of private equity sponsors in high-yield debt work. A representative instruction includes advising DIRECTV Holdings on a tender offer for $910m of its 8.375% notes due 2013. Corey Chivers is also active in the arena, and represented Longview Fibre Paper and Packaging (a fund portfolio company of Brookfield Asset Management) in a $480m private placement of high-yield bonds. The team also acts for financial institutions including Goldman Sachs, Banc of America Securities and Credit Suisse. Practice head David Lefkowitz is recommended for his longstanding experience.
White & Case LLP’s team focuses on advising managers on high-yield debt offerings, and the team counts several major financial institutions as clients. Singled out from the team for their experience are Gary Kashar and Ronald Brody. Kashar counts Deutsche Bank Securities, Goldman Sachs and Morgan Stanley as recent clients, and also provided issuer counsel to Calpine Corporation in a senior notes offering. Michelle Rutta joined from Dewey & LeBoeuf LLP.
Baker Botts L.L.P. is a leader in representing clients with oil and gas interests, and the Houston-based practice advises issuers and managers on Rule 144A high-yield debt offerings. Highlights included representing the managers in Newfield Exploration Company’s $750m public offering of high-yield senior notes, and advising the managers on Comstock Resources’ $300m public offering of senior notes; transactions led by corporate department chair David Kirkland and deputy chair Doug Rayburn respectively, from the firm’s Houston and Dallas offices. Rayburn and Houston-based Joshua Davidson are noted for their experience assisting MLPs, and advised the managers on two senior notes offerings of aggregate amount $600m by Calumet Specialty Products Partners, and represented the managers in MarkWest Energy Partners’ public offering of $500m senior notes and concurrent tender offer for $275m senior notes. Dallas-based Felix Phillips is recommended.
Clifford Chance has solid high-yield debt experience, and regularly assists both managers and issuers in offerings. In 2011, Gary Brooks advised key client Provident Funding Associates on a $200m senior notes unsecured notes offering. Practice heads Alejandro Camacho and Jay Bernstein are recommended for their experience. Also recommended are Jonathan Zonis, Tony Lopez and counsel Per Chilstrom.
Mayer Brown is developing strength in advising issuers on high-yield debt offerings, and the New York-based John Berkery is known for his experience in the arena. In 2011, Berkery led in advising Brazilian company Sifco on a $75m Reg. S offering of 11.5% senior secured notes due 2016. Paul Theiss, in Chicago, led in advising Isle of Capri Casinos in a $300m Rule 144A/Reg. S offering of 7.75% senior notes due 2019. On the manager side, Berkery and William Moss from the Houston office advised Bank of America Merrill Lynch as the underwriter of Chesapeake Oilfield Operating’s $650m offering of 6.625% senior unsecured notes due 2019.
With a superb reputation for its wide-ranging global capital markets capabilities, Milbank, Tweed, Hadley & McCloy LLP is also noted for its manager representation in high-yield debt offerings work. Marcelo Mottesi represented Bank of America Merrill Lynch as initial purchaser in Brazilian cement company Cimentos Tupi’s Rule 144A/Reg. S high-yield bond offering, and in an issuer mandate, Mottesi advised Argentine credit card company Tarjeta Naranja in a $200m issuance of 9% fixed rate notes due 2017. Douglas Tanner represented key client Goldman Sachs as underwriter of Acosta’s $525m senior notes offering, and as underwriter of a $525m offering of senior toggle notes due 2019 by Husky Injection Molding Systems. Tanner and Robert Williams also advised JPMorgan Securities regarding American Greetings Corporation’s $225m offering of 7.375% senior notes due 2021.
The team at O’Melveny & Myers LLP advises issuers on high-yield debt offerings, and has growing experience in sectors including real estate and media and entertainment. Key practitioner John-Paul Motley, based in Los Angeles, counts Sun Healthcare Group and its wholly owned subsidiary Sabra Healthcare REIT as clients, and recently advised Sabra in a $225m high-yield debt offering as part of a restructuring process. He also represented LBI Media in a $220m aggregate principal amount issuance of 9.25% senior secured notes due 2019, and International Lease Finance Corporation in a $1bn public offering of 8.25% senior notes due 2020. From New York, Sung Pak and Eric Rothenberg represented Quality Distribution in its $225m offering of 9.875% second-priority senior secured notes. David Johnson recently relocated to Asia as managing partner of the firm’s Hong Kong office, and Gregory Ezring left to join Paul, Weiss, Rifkind, Wharton & Garrison LLP in 2011.
Paul Hastings LLP is a firm to watch in the debt capital markets space, particularly on the high-yield side. The firm made several strategic hires in 2011 into its New York office, including Michael Michetti and Richard Farley, who joined from Cahill Gordon & Reindel, and Michael Baker, who joined from Shearman & Sterling LLP. Recent highlights include Jeffrey Pellegrino advising Suddenlink on a high-yield offering of $625m senior notes, and Elizabeth Noe in Atlanta advising Yonkers Racing Corporation on a $100m offering of 11 3/8% senior secured notes due 2016. Scott Saks also advised UBS and BMO Capital Markets on a high-yield offering by Xplornet Communications. In 2012, Michael Fitzgerald and Taisa Markus joined from Dewey & LeBoeuf LLP.
At energy heavyweight Vinson & Elkins L.L.P., David Stone, C Michael Harrington and James Prince from the Houston office are increasingly active in high-yield debt work, and advised a number of MLPs in notes offerings. In May 2011, Prince and Stone represented Brigham Exploration Company in a $300m Rule 144A senior notes offering. Other clients include Oasis Petroleum and MarkWest Energy Partners.
Renowned for its elite service out of New York, Wachtell, Lipton, Rosen & Katz acts for clients in complex financing matters through the debt capital markets. The highly capable team includes Eric Rosof, who recently advised Phillips Van Heusen in its acquisition of Tommy Hilfiger, including $2.2bn and €530m in senior secured bank debt and high-yield notes. Joshua Feltman advised Triumph Group in its acquisition of Vought Aircraft and issuance of $350m of senior notes, the implementation of a $350m term loan facility and a $535m revolving credit facility.