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Editorial

Index of tables

  1. Capital markets: high-yield debt offerings - advice to issuers
  2. Capital markets: high-yield debt offerings - advice to underwriters
  3. Leading lawyers
  4. Next generation lawyers

Leading lawyers

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The editorial for this section is in alphabetical, as opposed to ranking, order, due to two ranking tables.

Akin Gump Strauss Hauer & Feld LLP’s issuer-focused practice is well known for its work on behalf of energy and natural resources companies - it also had recent strong showings in the healthcare, financial services and technology sectors. In a recent example of its key sweet spot, New York’s Rosa Testani assisted Warrior Met Coal with a $350m senior secured notes offering. Dallas-based Seth Molay is another key partner and advised Gulfport Energy on several recent matters, including on a $600m notes offering. The group also draws on the senior experience of Houston’s John Goodgame and New York-based corporate head Kerry Berchem.

The Houston-based team at Baker Botts L.L.P. is ‘a clear leader in the oil and gas space’, with a particularly prominent record in representing master limited partnerships (MLPs). The group is also routinely engaged by underwriters. Joshua Davidson heads the capital markets and MLP practice group and advised JP Morgan Securities as the initial purchasers on a $500m private placement of senior notes by Crestwood Midstream Partners. Corporate finance specialist Gene Oshman had a banner year, which included assisting Chesapeake Energy with a $850m private placement of notes and also handling a $625m private placement for Transocean. David Kirkland co-chairs the corporate team and is also noted. The firm recently welcomed the arrival of eight lateral hires with notable capital markets experience. Among them was a five-partner team from Norton Rose Fulbright US LLP, including former US M&A and securities head David Peterman and former Houston corporate and M&A head Efren Acosta.

Head and shoulders above the rest’, Cahill Gordon & Reindel LLP continues to sit alone at the top of the manager-side ranking due to its ‘outstanding lawyers’, ‘key experience on major deals’ and ‘unmatched strength-in-depth’. Certainly, the New York-based practice secures plum roles on many of the most sophisticated deals to come to market and impresses both in terms of deal value and deal volume. Partners garner rave reviews, with James Clark highlighted as ‘the best high-yield specialist bar none’. Clark and Corey Wright advised on a string of transactions stemming from the spin-offs of LSC Communications and Donnelley Financial Solutions from R.R. Donnelley & Sons, including assisting the initial purchasers with the Rule 144A offering by LSC of $450m of senior secured notes. John Tripodoro is ‘a consummate professional’ and with department co-head Jonathan Schaffzin advised the joint book-running managers and co-manager on Rackspace’s $1.2bn notes offering. William Hartnett is ‘a high-yield powerhouse’ and with William Miller acted for the initial purchasers on HCA’s $1.5bn notes offering. Other senior names to note include Douglas Horowitz and department co-lead Daniel Zubkoff, while Joshua Zelig and Marc Lashbrook are also highly rated. Ann Makich retired.

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Cleary Gottlieb Steen & Hamilton LLP strikes the right note with its ‘strong market knowledge’ and ‘very accessible lawyers’. The New York-based group also sets itself apart through its strong expertise in private equity-related matters and cross-border work - particularly deals involving Latin America and Canada. In a highlight example of its private equity strength, Duane McLaughlin advised Radiate HoldCo and TPG on a $400m high-yield notes offering. Jorge Juantorena is well versed in Latin American transactions and handled Unifin Financiera’s $450m global bond offering - he also assisted the initial purchasers with a $300m global bond offering by Chile-headquartered Enjoy. David Lopez is ‘excellent’ and Craig Brod and counsel David Webb are also recommended.

Clifford Chance’s focus on specialty finance and cross-border matters translates into a steady stream of high-yield debt matters - mainly from issuers. Gary Brooks is a key contact in the New York-based practice and recently advised LATAM Airlines Group on its $140m offering of pass-through certificates. Indeed, the team has particular expertise in Latin America and senior counsel Alejandro Camacho, together with Per Chilstrom, assisted Petróleos del Perú with its first-ever international bond offering, worth $2bn. Jonathan Zonis is another senior name in a group that has also recently undertaken work for Citigroup Global Markets, Provident Funding Associates and Quotient.

Key attributes of Cravath, Swaine & Moore LLP’s New York-based group include its ‘strong business mindset’, ‘strategic approach’ and ‘great responsive times’. The well-balanced practice, which is equally adept at advising issuers and underwriters, is routinely engaged by major multinationals and global investment banks for sophisticated transactions. Its underwriter-side work is particularly high-profile, with North America capital markets head Andrew Pitts recently advising the underwriters on MPLX LP’s $2.2bn high-yield notes offering and Stephen Burns and ‘the very talentedJohnny Skumpija acting for the initial purchasers in a $1bn high-yield notes offering by Chesapeake Energy. Among its issuer highlights, William Fogg assisted CyrusOne and CyrusOne Finance with two notes offerings totaling $1.2bn and Joseph Zavaglia advised Olin Corporation on its $500m notes offering. Craig Arcella and William Whelan are also specialists in the space.

Davis Polk & Wardwell LLP continues to cement its presence in the domestic high-yield market - particularly on the manager side - and it is also increasingly active in cross-border deals. In a recent example of the latter, global capital markets co-head Richard Truesdell advised the representative of the initial purchasers on a $1.4bn notes offering by Montreal-headquartered Bombardier. In another manager-side deal, Michael Kaplan - who co-heads the global group - and Marcel Fausten assisted the joint book-running managers with several notes offerings by Hilton Worldwide Holdings totaling $1.8bn. Highlights for issuers included Menlo Park’s Alan Denenberg assisting Equinix with two notes offerings totaling $2.4bn, and Kaplan and Sophia Hudson advising Valeant Pharmaceuticals International on three offerings totaling $5bn. Named lawyers are based in New York, unless otherwise stated.

Debevoise & Plimpton LLP’s issuer-focused practice is recognized for its strength in private equity, financial services and TMT-related matters. Matthew Kaplan co-heads the New York-based group and a strong year saw him advise The Hertz Corporation on a $1.2bn private notes offering, and handle a $350m notes offering for Booz Allen Hamilton. In a notable private equity mandate, Paul Rodel advised Brand Energy and Infrastructure Services, a portfolio company of Clayton, Dubilier & Rice, on its $700m notes offering. Peter Loughran, group co-lead Steven Slutzky and newly promoted partner Morgan Hayes are also recommended.

Dechert LLP houses a robust issuer-side practice, which has specialist expertise in advising life sciences companies and permanent capital vehicles. Boston-based Thomas Friedmann co-heads the department and led advice to Eagle Point Credit Company on several deals over the past year, including on its $31.6m notes offering. Stephen Leitzell - who is a key name in Philadelphia - advised B&G Foods on a $500m notes offering. New York’s David Rosenthal co-chairs a team that also includes James Lebovitz and newly made-up partner Gregory Schernecke - both of whom operate from Philadelphia.

Highly responsive and commercialFried, Frank, Harris, Shriver & Jacobson LLP’s ‘excellent team’ is, according to some clients, ‘comprised of subject matter experts’. The New York-based group is sought after by a diverse spread of corporate issuers and private equity sponsors as well as leading investment banks such as Bank of America Merrill Lynch, Morgan Stanley and Deutsche Bank. Stuart Gelfond, who co-heads the practice, acted on a string of high-yield debt deals through 2017, including advising the issuers on Lithia Motors’ $300m private placement of senior notes and Terex Corporation’s $600m private offering. Daniel Bursky co-leads the group and advised the initial purchasers on Warrior Met Coal’s $350m offering of senior secured notes. Joshua Coleman and Andrew Barkan are also recommended.

Gibson, Dunn & Crutcher LLP has a solid issuer-side practice, which is well regarded for its expertise in the technology, life sciences, entertainment and energy fields - it is also well versed in representing underwriters. Among its chief attractions, the firm’s international coverage particularly impresses and it benefits from an extensive network of offices spanning key global financial centers, including Beijing, London, Hong Kong, Dubai, Brussels, Frankfurt, Munich, Paris, Sao Paolo and Singapore. New York-based Andrew Fabens co-heads the national group and advised Chobani Global Holdings on a $530m offering of senior notes. He also assisted Tenet Healthcare and THC Escrow Corporation III with a three-tranche $3.8bn private placement of notes. San Francisco-based Stewart McDowell and Los Angeles-based Peter Wardle co-head the national group alongside Fabens and Houston-based Hillary Holmes.

Truly superiorJones Day scores highly for its ‘deep breadth of knowledge and expertise’ and ‘deep bench strength’ ¬- the team’s ‘great value for money’ is also highlighted. Among the group’s highlights, Chicago-based Edward Winslow advised Peabody Energy on a $1bn notes offering as part of its reorganization plan. In Cleveland, key partner Michael Solecki assisted Cliffs Natural Resources with its $500m issuance of senior guaranteed notes and he also advised American Greetings Corporation on a $400m notes offering. Christopher Kelly, who splits his time between New York and Cleveland, nationally leads an issuer-focused practice, which was recently bolstered by the arrivals of Houston-based Emily Leitch from Bracewell LLP and Palo Alto-based Alan Seem from Shearman & Sterling LLP.

Kirkland & Ellis LLP’s issuer-focused practice leverages its strong private equity credentials to excel in advising sponsors on high-yield debt offerings, such as Joshua Korff’s advice to Blackstone as sponsor on Marble II Pte’s $500m notes offering. In addition, Chicago’s Dennis Myers advised Diamond (BC) and Bain Capital on a €450m notes offering. However, the group’s expertise goes far beyond private equity, with recent strong showings in the energy and technology sectors for clients including GenOn Energy, NRG Energy and Solera Holdings. The food and beverage industry also provided fertile ground for deals throughout 2017, with Korff and Michael Kim advising Burger King Worldwide on its $1.5bn notes issuance and Christian Nagler handling a $750m notes offering for Cott Corporation. The group also draws on the senior experience of Richard Aftanas and Chicago’s Gerald Nowak. Named lawyers are based in New York, unless otherwise stated.

Latham & Watkins LLP’s well-balanced practice has a number of strings to its bow, with its broad sector focus and strong experience in advising both issuers and underwriters standing out as particular strengths. Among its issuer-side work, global corporate head Marc Jaffe - ‘pre-eminent in the capital markets space’ - and Senet Bischoff, who are both in New York, advised Scientific Games Corporation on its $1.1bn tack-on offering of senior secured notes. In Washington DC, Patrick Shannon assisted BlueLine Rental with its $1.1bn offering of second lien notes. The firm also houses a heavyweight underwriter-side practice, which recently advised HSBC on two senior notes offerings by Nova Chemical totaling $2.1bn - New York-based global capital markets co-chair Ian Schuman led that work. Jaffe and Senet also advised JP Morgan Securities on WellCare Health Plans’ $1.2bn notes offering. Washington DC-based Jason Licht is also a key contact. The firm grew its capital markets practice in 2017 with the hire of Wenchi Hu from the SEC. A series of promotions also saw Brandon Bortner and Benjamin Stern join the partnership in Washington DC and New York respectively, while Manasi Bhattacharyya in Chicago was made counsel.

Mayer Brown’s high-yield debt practice, which is led out of Chicago by Edward Best, has a strong emphasis on issuer representations but also has significant underwriter-side experience. Houston’s William Heller is a key contact for energy-related securities matters and recently assisted Halcón Resources with its $850m notes offering. Palo Alto-based Jennifer Carlson advised Plastipak Holdings on its $500m notes issuance. Among its manager side work, the firm acted for an underwriter on Cydsa’s $330m offering of senior notes. John Berkery and Houston’s Harry Beaudry are also noted. In 2018, the firm hired a new capital markets team from Morrison & Foerster LLP, which included new global department co-head Anna Pinedo, and Jerry Marlatt as well as tax specialists Thomas Humphreys and¬ Palo Alto-based Remmelt Reigersman. Individuals are based in New York unless otherwise stated.

Responsive, professional and pro-business’, Milbank, Tweed, Hadley & McCloy LLP sets itself apart through its ‘amazing commitment to the client’. The firm leverages its established lender relationships to specialize in manager-side work, but it also acts for issuers in the gaming, technology and energy sectors. The group, which is largely based in New York, is headed by the ‘excellent’ Marcelo Mottesi, who brings to bear a strong record in Latin America-related work. Rod Miller advised on several department highlights over the past year, including assisting the initial purchasers with a $425m notes offering by Alpha 3 and Alpha US Bidco - Benjamin Miles co-led the deal. Other highlights include Paul Denaro advising the initial purchasers on a $350m offering of senior payment-in-kind toggle notes by Sterigenics-Nordion Topco, and Brett Nadritch acting for the underwriters on United Continental Holdings’ $400m offering of senior unsecured notes.

Paul Hastings LLP’s work highlights demonstrate its strong experience advising both issuers and underwriters on public offerings and private placements of senior and subordinated debt, with notable expertise in Latin America-related transactions. In a strong example of its signature strength, Latin America practice head Michael Fitzgerald and Arturo Carrillo advised Mexico-headquartered Nemak on an international Eurobond offering worth €500m. In another highlight, leveraged finance co-chair John Cobb and Cathleen McLaughlin assisted Dole Food with its $300m senior secured notes offering. Michael Zuppone chairs the New York-based practice.

A popular choice for private equity issuers, Paul, Weiss, Rifkind, Wharton & Garrison LLP fields ‘a proactive and client-oriented’ New York-based team, which ‘intuitively understands how to maneuver deals through tricky tight spots’. Gregory Ezring is ‘an effective adviser’ and with Brian Janson and Tracey Zaccone advised Rackspace Hosting on its $1.2bn offering of senior notes to help finance the $4.4bn leveraged buyout of the company by Apollo Global Management. John Kennedy co-heads the practice alongside Ezring and assisted Virtu Financial with an offering by its subsidiaries of $500m of senior notes. The energy and natural resources industry is also a significant source of work, with the group recently advising on high-yield debt offerings by EP Energy, Foresight Energy and Iamgold. Monica Thurmond, who is deputy chair of the corporate department, and Catherine Goodall are also recommended.

Proskauer Rose LLP continues to make inroads into the high-yield debt market, particularly on the underwriter side, where it has significantly increased its profile among the major bulge-bracket banks over recent years. Among its headline manager-side mandates, global capital markets co-head Frank Lopez and Stephen Gruberg advised the underwriters (including JP Morgan, Bank of America Merrill Lynch, Citigroup and Wells Fargo) on PulteGroup’s $1bn offering of senior notes. Lopez and leveraged finance lead Justin Breen assisted Jefferies and Deutsche Bank with Airxcel’s $310m offering of senior secured notes. Recent issuer highlights include Lopez and Maximilian Kirchner, who splits his time between New York and London, advising Grifols on its €1bn senior notes offering and Julie Allen assisting Icahn Enterprises with its $1.1bn bond offering. Los Angeles-based global capital markets co-head Philippa Bond is also a key contact. Named lawyers are based in New York, unless otherwise stated.

Ropes & Gray LLP pairs its enviable private equity client base with ‘a truly remarkable team of lawyers’ to create a compelling issuer-side offering. The group is regularly engaged to act on complex and multi-faceted transactions, such as New York-based Jay Kim and Boston-based Kevin Jarboe’s advice to Blackstone and new healthcare IT joint venture Change Healthcare in obtaining $6.6bn in financing, including high-yield bonds. In another high-value deal, Boston’s Michael Lee - who is ‘a highly committed counsel’ - advised IQVIA on two senior notes issuances worth $1bn and €625m respectively. Boston-based Byung Choi, who co-leads the firm’s global finance group, is a key figure in the team and alongside New York’s Stefanie Birkmann assisted Surgery Partners, and its majority shareholder Bain Capital, with its issuance of $370m in high-yield bonds and amendments to its $400m of existing high-yield bonds, to help finance its acquisition of National Surgical Healthcare.

Shearman & Sterling LLP’s diverse group acts on a steady stream of high-yield deals - for both managers and issuers - with a broad sector focus that has recently spanned deals in the technology, infrastructure and food and beverage sectors. The department’s most prominent roles during 2017 were arguably on the manager side, with Ilir Mujalovic advising the underwriters on a $800m notes offering by Zayo Group and Zayo Capital and Jason Lehner, who splits his time between New York and Toronto, advising the underwriters on a $750m senior notes offering by Cott Holdings. Issuer highlights include Mujalovic and Merritt Johnson handling Valvoline’s $400m high-yield senior notes offering. Jonathan DeSantis, who leads the capital markets practice in the Americas, oversees a team that also includes Kyungwon Lee and Lona Nallengara, who recently joined from the SEC. Named individuals are based in New York, unless otherwise stated.

Best in classSimpson Thacher & Bartlett LLP is roundly praised for its ‘unrivalled business acumen’ and ‘exceptionally hard-working and intelligent lawyers’. Most notably, global capital markets head Arthur Robinson is ‘a stand-out expert for high-yield deals’; he and John Ericson advised the initial purchasers, led by JP Morgan Securities, on Ascent Resources Utica’s $1.5bn senior notes offering. Andrew Keller had a very strong year, which included acting for Sirius XM Holdings on two high-yield debt offerings by its subsidiary Sirius XM Radio totaling $2bn and, together with David Azarkh, assisting the underwriters with Noble Holding International’s $1bn notes offering. Joseph Kaufman also enjoys a strong profile in the market and advised HCA on its $1.5bn issuance of senior secured notes. Other key names in the ‘simply outstanding’ group are Kenneth Wallach, Edward Tolley and Palo Alto’s William Brentani. Named lawyers are based in New York, unless otherwise stated.

Skadden, Arps, Slate, Meagher & Flom LLP finds favor for its ‘broad expertise’ and ‘great capacity to resource large or complex deals’. Lawyers are ‘leaders in their fields’, with global corporate finance co-head Stacy Kanter widely lauded as ‘an absolute superstar’; she recently advised Endo International (Ireland) on a $300m offering of high-yield notes. Gregory Fernicola acted on a string of high-yield offerings through 2017, including -assisting OneMain Holdings and its subsidiary Springleaf Finance with the latter’s two offerings of high-yield notes totaling $1bn – Michael Schwartz co-led that work. The practice is also well versed in advising underwriters, such as high-profile partner David Goldschmidt and Los Angeles-based Michelle Gasaway’s advice to JP Morgan Securities, Citigroup Global Markets and Credit Suisse Securities (USA) as joint book-running managers on two high-yield offerings by The Howard Hughes Corporation totaling $1bn. The team has also recently undertaken work for Deutsche Bank Securities, Cemex and KAR Auction Services. Named lawyers are based in New York, unless otherwise stated.

Among the best in this area’, Sullivan & Cromwell LLP receives strong praise for its ‘strong technical expertise’ and ‘ability to explain complex concepts well’. The practice, which focuses principally on issuer-side representations, acts for several notable repeat corporate issuers in the high-yield market, including Dish Network and United Rentals. Key contact Robert Downes, who co-heads the general practice group, is ‘unflappable and creative’ and advised Standard Industries on its $500m offering of senior high-yield notes. Ari Blaut - ‘an extremely impressive younger partner’ - had a very strong year, which included assisting Andeavor with its $1.6bn offering of high-yield notes to finance its acquisition of Western Refining. In another set of headline deals, Neal McKnight, who co-heads the firm’s finance and restructuring department, and Downes advised United Rentals on three high-yield offerings totaling $2.1bn. John Estes and Scott Miller are also key names in the largely New York-based team.

Vinson & Elkins LLP’s Houston-based practice, which acts for a relatively even split of issuers and managers, has a prominent record for offerings in the energy and natural resources sector - it also regularly handles deals relating to the real estate, telecoms and technology industries. Among its energy highlights, counsel Daniel Spelkin led advise to CrownRock on its $1bn offering of senior notes and of counsel Michael Harrington assisted Concho Resources with its $600m offering of senior notes. In a non-energy highlight, Spelkin and key partner David Stone advised telecoms company, Belden, on two offerings of notes totaling €750m. On the underwriter side, Stone advised the underwriters to Southwestern Energy on its $1.5bn public offering of senior notes. David Oelman, who co-heads the capital markets practice, is also recommended.

Weil, Gotshal & Manges LLP’s ‘strategic and creative’ high-yield practice receives a steady stream of work from issuers, particularly private equity clients and their portfolio companies, and underwriters. Among its key issuer mandates, Corey Chivers - ‘a very capable counsel’ - advised AMC Entertainment Holdings on its $475m and £250m offerings of senior subordinated notes to help finance its acquisition of Nordic Cinema Group Holding. Senior specialist Frank Adams assisted Basic Energy Services with an exchange offer and rights offering worth $900m. On the bank side, Faiza Rahman advised Barclays as initial purchaser on Cypress Semiconductor’s $150m offering of convertible senior notes. Alexander Lynch’s New York-based group also includes Heather Emmel. Other clients include AK Steel, Advent International and Providence Equity Partners.

White & Case LLP has traditionally been stronger on the manager side, with the firm leveraging its strong relationships with major global lenders to routinely advise underwriters on major domestic and cross-border high-yield offerings. However, the firm’s focus on raising its issuer-side profile has paid dividends, and it handled a string of headline mandates for major corporations through 2017. Most notably, New York partners Gary Kashar and Andrew Weisberg advised Calpine on a tack-on private placement of notes worth $560m. The same team also assisted Dynergy with a $850m offering of notes and a $1.2bn cash tender offer. Underwriter-side highlights include Kenneth Suh acting for the joint lead arrangers on two notes offerings worth $1.4bn by Golden Nugget connected to its complex reorganization with Landry’s. Also in New York, Ronald Brody and Jonathan Michels advised Jefferies and Macquarie Capital as joint book-running managers and initial purchasers on Everi Payments’ $375m offering of senior unsecured notes.

Among Winston & Strawn LLP’s recent highlights, Chicago’s Cabell Morris advised the underwriters (Bank of America Merrill Lynch, Citigroup and Morgan Stanley) on GATX Corporation’s $300m public offering of senior notes. The firm also secured a high-profile issuer mandate in 2017, which saw Chicago’s Christina Roupas assist Federal-Mogul LLC with two offerings of notes totaling $715m. New York-based Joel Rubinstein chairs the capital markets and securities group.

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