United States > Mergers, acquisitions and buyouts > Private equity buyouts
Index of tables
Private equity buyouts
Leading lawyers
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- Peggy Andrews Davenport Debevoise & Plimpton
- Franci Blassberg Debevoise & Plimpton
- David Chapin Ropes & Gray LLP
- Gary Horowitz Simpson Thacher & Bartlett LLP
- Wilson Neely Simpson Thacher & Bartlett LLP
- Kirk Radke Kirkland & Ellis LLP
- Alfred Rose Ropes & Gray LLP
- Robert Schwenkel Fried, Frank, Harris, Shriver & Jacobson LLP
- James Westra Weil, Gotshal & Manges LLP
While many will point to Debevoise & Plimpton’s tight association with Clayton Dubilier & Rice as the key driver of the private equity group, its practice derives from a diverse array of clients, including The Carlyle Group, Providence Equity Partners, Kelso & Company, Stone Point Capital and Teachers’ Private Capital. The team is commended for its ‘high-quality work’, ‘very responsive’ lawyers, ‘strong technical skills’, ‘high level of market knowledge’ and ‘excellent legal and strategic advice’. The firm is also consistently praised for its peerless fund formation practice (see Private equity funds) and it is developing its finance capacity with five dedicated leveraged finance partners in New York. The firm also has a particularly strong record in the insurance and financial institutions space. The firm is further developing its international private equity standing, having hired David Innes from London’s Travers Smith LLP, and by relocating Drew Dutton to Hong Kong. Recent examples of its illustrious transactional record include representing Clayton Dubilier & Rice on its $1bn acquisition of a 51% stake in Tyco International’s Electrical and Metal Products business, and on the private equity house’s acquisition of a 42.5% stake in Univar. The firm also represented Stone Point Capital and Hellman & Friedman in their $1.1bn acquisition of Sedgwick Claims Management Services. Franci Blassberg, Peggy Andrews Davenport, Paul Bird, Kevin Rinker, who has ‘great technical’ and ‘very strong interpersonal skills’, and Kevin Schmidt are all highly recommended.
The ‘outstanding’ Kirkland & Ellis LLP is regarded by many as the ‘model’ private equity practice, with its fervent commitment to both mid-market and high-value segments. Though perhaps not with the same “mega-deal” record as Ropes & Gray LLP and Simpson Thacher & Bartlett LLP, the firm frequently leads the market in deal volume. Even so, it continues to work on headline deals on a frequent basis, including acting for Bain Capital Partners on the $1.63bn acquisition of The Dow Chemical Company’s Styron Division. It also advised Apax Partners on its $1.2bn sale of Qualitest Pharmaceuticals to Endo Pharmaceuticals. Clients include Madison Dearborn Partners, Bain Capital, Oaktree Capital Management, Sun Capital Partners, Golden Gate Capital, CVC Capital Partners and Apax Partners. Clients commend the ‘first class’ response times, ‘excellent service in all areas’, and ‘bench strength’ delivered by associates that ‘add value’ and ‘intelligence’. Clients also praise the firm’s empathy with the industry. It represents more than 250 private equity funds and some 60% of the firm’s some 600 corporate lawyers frequently advise private equity sponsors. During the economic downturn, the firm has made the best of its renowned restructuring expertise. New York partner Kirk Radke is widely regarded as a pre-eminent figure in the private equity sector, while Chicago-based Jeffrey Hammes is also at the pinnacle of the industry. Chicago partners Kevin Evanich and Douglas Gessner, who has ‘in-depth understanding of the way we operate’, ‘ensures we get access to the right resources very quickly – simply an extension of our team’ and is ‘the perfect partner’, are also highly regarded. Younger Chicago partner Richard Campbell is commended for ‘maintaining his cool at all times’ and demonstrating ‘great expertise and knowledge’.
With private equity very much at the core of its business, Ropes & Gray LLP has some 175 attorneys that are principally focused on private equity transactions. While its key centre of expertise still remains Boston, it continues to expand elsewhere with new offices in London and Chicago, and particular growth in Tokyo and Hong Kong. Built on the foundations of its long-standing relationship with Bain Capital, the firm continues to be associated with high-value deals and even during the depressed market conditions managed to close a series of transactions that were valued in excess of $1bn. This included the landmark post financial crisis transaction by TPG Capital and the Canadian Pension Plan Investment Board, when they acquired IMS Health Inc for an immense $5.2bn in 2009. In terms of volume, the firm has an equally impressive recent record. During 2009 and 2010, it represented private equity funds in over 90 deals. This is credited to its successful development of its mid-market practice. Recent deal highlights include Bain Capital’s $1.6bn acquisition of Gymboree Corp, TPG Capital’s $1.6bn acquisition of Ontex NV, and T H Lee Partners’ $1.1bn acquisition of inVentiv Health. In February 2010, the firm also represented a consortium of Bain Capital, Advent International and Berkshire Partners on their $1.1bn leveraged buyout of Dublin-based SkillSoft. The firm’s client base balances a mix of large buyout funds such as Bain Capital, Apax Partners, Silver Lake Partners, TA Associates and TPG, with a range of mid-market sponsors including Berkshire Partners, Fenway Partners and Kohlberg & Co. Key partners include Boston head of the private equity transactions group Alfred Rose, ‘the private equity industry thinks the world of him’; founder of the private equity practice Bradford Malt; David Chapin, ‘the firm’s top gun’; Julie Jones; Newcomb Stillwell; and New York’s Othon Prounis, who regularly works with Welsh Carson Anderson & Stowe and Silver Lake Partners.
When it comes to high-value and landmark private equity buyouts, there is no firm with a greater record or status than Simpson Thacher & Bartlett LLP. With a ‘very large group that focuses on private equity M&A’, the ‘excellent’ firm deserves particular credit for its commitment to the sector, which has led it to be closely linked to private equity giants Blackstone and Kohlberg Kravis Roberts & Co (KKR). With clients such as these, it ‘does the biggest deals on the street’. The firm is also ‘number one’ for financial institutions investments and buyouts by private equity funds, with its mighty financial sector regulatory expertise. While its Wall Street homeland gave birth to its illustrious private equity practice, the firm has successfully transported this leading expertise to the West Coast, as well as to the rest of the world. It is also consistently praised for its pre-eminent leveraged finance practice. In 2010, the firm continued its lengthy run of high-value deals when it represented Blackstone on its $4.7bn bid for Dynegy Inc; the deal was subsequently scrapped. It also represented TPG Capital on its $1.3bn acquisition of American Tire Distributors Holdings. On the West Coast, the firm represented Silver Lake and Warburg Pincus on their $3.4bn acquisition of Interactive Data Corporation, and advised Hellman & Friedman portfolio company Vertafore on its $1.4bn sale to TPG Capital. Clients also include Lion Capital, Evercore Partners, Apax Partners and Centerbridge Partners. Key partners include Blackstone relationship partner Wilson Neely, department head Lee Meyerson, Gary Horowitz, Charles Cogut and Palo Alto-based Rich Capelouto. Much credit for the KKR relationship should go to chairman Richard Beattie, whose relationship with the private equity fund’s co-founder Henry Kravis is known to be particularly close.
Latham & Watkins LLP has impressive credentials in the private equity sector thanks to its mix of major buyout funds such as KKR, The Carlyle Group, BC Partners and Apollo Management, and middle-market sponsors such as One Equity Partners and Odyssey. The firm is also equally strong on the West as the East Coast, with Californian giants such as Leonard Green & Partners amongst its illustrious client portfolio. The firm has remained extraordinarily active in the post financial crisis environment, notably with a series of leverage buyout transactions in the restructuring space. This included a significant deal on behalf of Centerbridge Partners, which involved an innovative debt-for-control structure. The firm is also a regular adviser to going-private transactions such as Carlyle’s $3.8bn acquisition of NBTY, the third largest US buyout during 2010. Amongst other headline deals was its representation of Leonard Green on its $5.2bn acquisition of IMS Health and its LBO of Prospect Medical Holdings. With the launch of a new Houston office in 2010, the firm has dramatically enhanced its energy sector credentials and now represents sponsors such as Avista Capital Partners, Oaktree Capital, Quantum Energy partners and Natural Gas Partners from the new office. Key partners include Washington DC’s Dan Lennon, who is a key relationship partner for Carlyle. In New York, Ray Lin and Howard Sobel are very much to the fore, with close connections to BC Partners and Apollo, and Leonard Green respectively. Peter Kerman in Silicon Valley, and Los Angeles-based Thomas Sadler are also highly recommended.
Weil, Gotshal & Manges LLP has an impressively broad practice with a mighty global presence and a particularly strong record in the distressed M&A and restructuring sector, with the private equity department frequently working alongside the firm’s premier bankruptcy practice. The firm also has a formidable fund formation practice. With key centres of expertise in Boston, New York and Dallas, the firm has developed a very credible worldwide practice, with further expertise in Europe (particularly UK and Germany) and Asia (especially China). Clients consistently praise its responsiveness and ability to ‘routinely mobilize resources from across the firm’. Clients also recognise its ‘understanding’ of the industry, ‘practical solutions’, ‘willingness to go the extra mile’, and ‘professional’ and ‘user-friendly’ approach. One client goes as far as to say it is ‘an extension of our company’. The firm has over 40 private equity sponsor clients, which span mega-funds, middle-market funds, distressed M&A funds, hedge funds, sovereign wealth funds and pensions funds. Key clients include Thomas H Lee Partners, Providence Equity Partners, Advent International, Lindsay Goldberg and Oak Hill Capital. Deal highlights included its advice to Lindsay Goldberg portfolio company Keystone Foods on its $1.26bn sale to Marfrig Alimentos, Latin America’s second-largest beef producer. It also represented Providence Equity Partners portfolio company Bresnan Communications on its $1.36bn sale to Cablevision, and advised Thomas H Lee Partners on its $2.2bn acquisition of Acosta. Notable partners include Dallas-based co-head of the private equity practice Glenn West and fellow co-head and Boston managing partner James Westra, who is ‘excellent’, ‘even-keeled’, ‘commercial’, ‘smart’ and ‘experienced’. Westra’s Boston colleague Marilyn French also impresses clients. New York senior figure Doug Warner is also commended, as is fellow New York partner Michael Weisser, who has closed a series of major deals for Providence Equity Partners and Lindsay Goldberg.
With TPG Capital as the anchor client of the practice, there are few firms with an equally distinctive mega-deal record as Cleary Gottlieb Steen & Hamilton LLP. Beyond this, it has built a fruitful relationship with private equity sponsors such as Warburg Pincus in recent years. While it may not have the same illustrious record as Simpson Thacher & Bartlett LLP in the US, it has demonstrated genuine worldwide credibility, with a stream of deals in Europe, Asia and increasingly in Latin America. The firm also employs its premier regulatory expertise in deals involving heavily regulated sectors, most notably bank regulation, including representing OneWest Bank on its landmark acquisition of IndyMac Federal Bank. Beyond the financial institutions space, the firm has a strong record in consumer retail, healthcare, travel and other regulated industries. In 2010, the firm represented TPG Capital on its $1.4bn acquisition of Vertafore from Hellman & Friedman and co-investor JMI Equity, and advised TPG on its $5.9bn leveraged acquisition, alongside CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health. It also advised major sovereign wealth fund China Investment Corporation on its $1.58bn investment in AES Corporation. Key clients include TPG Capital, Warburg Pincus, Hellman & Friedman and Citigroup Venture Capital International. New York partners Michael Ryan, Paul Shim, Meme Peponis, Christopher Austin and Michael Gerstenzang all have excellent reputations, while the highly rated Filip Moerman has relocated to New York from Hong Kong.
Davis Polk & Wardwell LLP remains an active player in the private equity industry, thanks in part to its tremendous Wall Street reputation and the genuine private equity expertise of a number of partners. Francisco Partners, Goldman Sachs Capital Partners, Greenhill Capital Partners, Metalmark Capital, Morgan Stanley Capital Partners and Perry Capital are just a few of the private equity funds which instructed the firm during 2010. It maintains an active mega-deal and middle-market practice, with the financial institutions, energy and infrastructure sectors being particularly fruitful for the firm. The firm is also well known for its regulated industry expertise, as well as leading capabilities in private equity finance and private investment in public equity (PIPE) transactions. In 2010, the firm advised DLJ Merchant Banking Partners on the $2.16bn sale of FDR Holdings (Frontier) to Noble. The firm also represented Morgan Stanley Infrastructure Partners and Veolia Energy North America in connection with the formation of a joint venture, and the $320m acquisition by the joint venture of the Medical Area Total Energy Plant (MATEP) from NSTAR. Key partners include New York partner and eminent private equity expert John Bick, global head of M&A George Bason, Nancy Sanborn, Leonard Kreynin and managing partner John Ettinger. Menlo Park-based Daniel Kelly has played an anchor role in developing the firm’s West Coast practice.
As regular adviser to Goldman Sachs Capital Partners and Permira Advisers, New York’s Fried, Frank, Harris, Shriver & Jacobson LLP has a prestigious high-value private equity practice and a lengthy history in this sector. It has more than 100 attorneys engaged in various aspects of private equity transactions, across its US, Europe and Asia offices. The broad expertise within the firm ensures that private equity sponsors receive a rounded service that extends from fund formation to exit strategies. In June 2010, it advised GS Capital Partners on its $1.7bn acquisition of Michael Foods from Thomas H Lee Partners, one of the largest secondary buyouts of the year. Later in the year, the firm also represented GS Capital Partners in connection the $4bn sale of portfolio company Burger King Holdings to 3G Capital, as well as advising the private equity sponsor on its acquisition, alongside Clayton Dubilier & Rice, of HGI Holdings from the Jordan Company. Beyond representation of its marquee client, it acted for mid-market fund New Mountain Capital on four separate deals during 2010, including its $280m acquisition of Mallinckrodt Baker’s chemical business, Covidien. Clients include AEA Investors, Abry Partners, Cortec Group, GS Capital Partners, Morgan Stanley, New Mountain Capital, Onex Partners and Permira Advisers. Chair of the corporate department and head of the M&A and private equity groups, Robert Schwenkel, remains the firm’s most high-profile private equity lawyer, with his close connections to GS Capital Partners and Permira Advisers. Fellow New York partner Christopher Ewan is also well-connected amongst major buyout funds, including Permira Advisers, while Andrew Colosimo and Murray Goldfarb frequently work alongside Robert Schwenkel on behalf of GS Capital Partners. Aviva Diamant has a strong record in mid-market sector with key client New Mountain Capital, while Washington DC-based Brian Mangino is also widely commended.
While being a genuine player in the private equity sector, Gibson Dunn has created a real name for itself by representing a series of sovereign wealth funds and foreign-based private equity funds. As part of this emphasis, it has developed leading expertise in Sharia financings for funds such as Middle East originated Arcapita. The firm’s relationship with the Middle East is deep and long, having represented Investcorp for over three decades and now the Kuwait Investment Authority. In the US, it advises funds such as Leonard Green & Partners, Centerview Partners, Littlejohn & Co, Generation Partners, Aurora Capital, Odyssey Investment Partners and Catterton Partners. Highlight deals included advising Catterton Partners on its acquisition of Noodles & Company, illustrating the firm’s strength in hospitality, retail and consumer products. It continues to be active on behalf of sovereign wealth funds, acting for Investcorp portfolio company Berlin Packaging on two add-on acquisitions, and representing Kuwait Investment Authority on its $792m investment in France’s Areva. The firm has also completed a series of deals on behalf of Blackstone portfolio company, Summit Materials. New York is the firm’s private equity epicentre, with lead partners Steven Shoemate, Sean Griffiths, Michael Greaney, and Edward Sopher. Los Angeles-based Bruce Meyer and Jennifer Bellah Maguire are also highly rated.
Goodwin Procter LLP is ‘aggressive about private equity’, with a strong and intense focus on this sector. The firm has more than 30 full-time private equity partners, with an emphasis on the middle to upper-middle-market, with clients such as Advent International, JMI Equity, PAI Partners, TA Associates, AIG Investments, and Leeds Equity Partners. The firm is particularly strong in hybrid venture and private equity deals, and has an equal emphasis on both private equity and venture capital and emerging companies. While Boston is its home, it has successfully diversified the practice through active New York, Washington DC and California offices. Indeed, the firm’s relationship with its anchor client TA Associates has been consolidated by the California offices, while client JMI Equity is another example of the successful West Coast practice. The firm is especially active in the technology sector, while financial services and real estate are also prominent areas of activity. Education, health, and food and beverages are other key sectors. Recent highlight deals include representing AIG Investment Corp on the sale of PineBridge Investments to Pacific Century Group, advising JMI Equity on its acquisition of Compusearch Holdings Company, and acting for TA Associates in its acquisition of Vatterott Colleges. Boston-based John LeClaire heads the department, which includes leading figures such as Boston-based Michael Kendall and Mark Burnett, Washington DC’s James Hutchinson and Hovey Kemp and New York-based Andrew Weidhaas.
When it comes to sheer volume of private equity deals, year-on-year, Jones Day stands alone. With a natural predisposition to the middle-market arena, the firm can rightly claim to have more deal experience than virtually every competitor in this sector. It also has exceptional global coverage, with 35 partners and 38 other lawyers comprising the worldwide private equity practice. Clients regard the firm’s service as ‘second to none’, and highlight the team’s ability to ‘understand the business aspects of a transaction’. Clients also highlight the ‘depth’ of the team, which enables a ‘very quick turnaround’ on advice. One client goes as far as to say that ‘no multinational firm can beat its value proposition’. In 2010, the team experienced a high-level of sale activity on behalf of private equity funds. It represented Kirtland Capital Partners on the sale of portfolio company PVC Container Corporation to Castle Harlan. Key clients include Blue Point Capital Partners, RoundTable Healthcare Partners, The Riverside Company, Kirtland Capital Partners, Morgenthaler Partners and High Road Capital Partners. Healthcare has been an area of particularly robust activity during the economic downturn. Cleveland, New York and Dallas are the firm’s principle centres of private equity expertise, although the Chicago office is making considerable progress, despite the recent departure of Walter Holzer to Kirkland & Ellis LLP. The firm also has strong representation in Europe and Asia. Cleveland-based global group head Chuck Hardin is a ‘very good counselor’, provides ‘pragmatic advice’ and ‘marshals the resources of the firm very well’. New York’s Robert Kennedy, Michael Weinberg in Dallas, and Cleveland-based Denise Carkhuff are all highly rated.
‘Best in the business’ Paul, Weiss, Rifkind, Wharton & Garrison LLP had a ‘watershed year’ in 2010. Having built on its fertile relationship with cornerstone client General Atlantic over many years, the firm has broken into the high-value category with transactions for major funds such as Apollo Management and KKR. The firm’s recent deals list is nothing short of impressive, having represented General Atlantic as co-lead investor in the $1.86bn acquisition of San Francisco-based First Republic Bank. It also advised Centerview Capital Partners, as co-lead investor, in the $5.3bn acquisition of Del Monte Foods, and acted for KKR and General Atlantic in their $1.65bn acquisition of TASC from Northrop Grumman. The firm has ‘grown up with the private equity industry’ and has a clear ‘strategic focus’ on the sector, enabling a ‘great depth of industry knowledge’. As a result, it ‘understands the risk tolerances and objectives’ of its ‘blue-chip client list’. It has a ‘deep bench’ of partners and associates and has proven willing to ‘invest in this sector’. Healthcare is a sector that has been particularly active for the practice, with a series of deals on behalf of core client Oak Hill Capital. The firm is also well known for its expertise in distressed M&A, with a number of deals for KPS Capital Partners in this segment. New York-based Kenneth Schneider and Carl Reisner have a particularly strong record in this area. The firm is also particularly active worldwide, with a notably leading practice in Asia where it represents many of the biggest global buyout funds. Other key partners include regular advisers to General Atlantic Matthew Abbott, a ‘rising star’, ‘incredible deal feel’, ‘outstanding legal and business acumen’ and ‘very creative’, Paul Ginsberg and frequent Oak Hill Capital counsel Angelo Bonvino. Tarun Stewart, who is a ‘superb lawyer’, ‘provides candid and unvarnished advice’ and ‘excellent client service’, is also recommended.
Proskauer Rose LLP is ‘outstanding’, thanks to its intense focus on the industry, which enables the firm to ‘understand the private equity universe’ and structure deals ‘as well as any other law firm’. Throughout 2009 and 2010, the firm closed over 400 private equity transactions, an impressive statistic given the dip in activity following the financial crisis. Clients include Ares Management, Arsenal Capital Partners, Charterhouse Group, Goldman Sachs, The Gores Group, Great Hill Partners, Prism Partners and TA Associates. Its middle-market focus has enabled it to work on a range of impressive deals, such as advising Ares Capital on its $907m acquisition of Allied Capital, to create a fund with some $12bn committed capital under management. The firm also represented middle-market sponsor Charterhouse Group in a series of transactions including the sale of portfolio company NewPath Networks to Crown Castle Solutions, and the sale of Chamberlin Edmunds to Medifax, as well as the acquisition of Charter Waste Management and purchase of Hogan Brothers. With offices across the US, it is a genuine national player in the private equity industry, but with further international offices in London, Paris, Hong Kong and São Paulo, it also has real international credibility. The department is co-led by New York’s Daniel Eisner, who clients regard as ‘awesome’ and a ‘super star’ thanks to his willingness to ‘dig in’ and ‘understand all the nuances of the situation’ in order to make sure ‘his client’s interests are served’. New York-based Stephen Rubin and Los Angeles partners Michael Woronoff and Monica Shilling are also recommended.
DLA Piper LLP remains a key player in the middle to upper-middle-market arena, but is beginning to achieve roles in some higher-value transactions. The firm is making the most of its global ubiquity, with numerous deals involving emerging markets such as China and Brazil. The recent arrival of Chicago-based private equity specialist David Lee from Mayer Brown has given the firm greater links into Asia and also the infrastructure sector. The firm has also bolstered its expertise in distressed private equity through several senior level lateral hires. It recently represented Arbor Investments on its $180m sale of portfolio company Great Kitchens to ARYZTA. It also advised Wind Point Partners portfolio company Vertellus Specialties on its refinancing. Clients include Wind Point Partners, Arbor Private Investments and Mistral Equity Partners. Chicago and New York-based Steven Napolitano heads the department which includes New York’s Roger Meltzer, Christopher Giordano and Joe Alexander, who also practices out of the Atlanta office.
Dechert LLP’s passionate concentration on the funds industry includes a long and prestigious history of working with high-profile private equity sponsors. The private equity department comprises some 200 lawyers worldwide. The firm’s classic space is the upper middle-market, and clients recognise the team as ‘smart’, ‘pragmatic’ and ‘timely’. The ‘top notch’ and ‘excellent’ service is provided with ‘good judgment’ and at ‘reasonable rates’. Key clients include Centre Partners Management, Court Square Capital Partners, Graham Partners, GS Capital Partners, Leeds Equity Partners, One Equity Partners and distressed fund Versa Capital Management. Recent headline deals include advising Centre Partners portfolio company Connors Bros on the $980m sale of a series of operating subsidiaries, including Bumble Bee Foods, to Lion Capital. In the restructuring space, the firm represented key client Versa Capital in connection with its going-private acquisition of Canada-based Allen-Vanguard. Lead partners include Philadelphia’s chief executive officer-elect Daniel O’Donnell, and chair of the corporate and securities group Henry Nassau. Fellow Philadelphia partners Carmen Romano and Geraldine Sinatra, and New York partners Charles Weissman and the ‘highly recommended’ Mark Thierfelder, are all well reputed.
Another middle-market-giant, Morgan Lewis is ‘excellent on all levels’, ‘very knowledgeable’, ‘not afraid to stray from cookie cutter deal structures’ and ‘cost effective’. Clients also commend the broad resources and expertise within the firm, allowing it to provide a genuine full-service to private equity clients. The firm is also making headway in higher-value deals, notably acting for Apollo Global Management in its $1bn acquisition of CKE Restaurants. In addition, distressed deals account for a handsome portion of the practice. Amongst other notable deals, the firm completed a series of transactions on behalf of cornerstone client Sun Capital Partners including its acquisition of Big 10 Tire Stores out of bankruptcy and its reacquisition of control of Real Mex Restaurants. Key clients include Sun Capital, One Equity, Apollo Management, Gores Group, HIG Capital and Arsenal Capital. The firm covers a range of industry sectors, including life sciences, retail, distribution, manufacturing, technology and financial services. With undoubtable East Coast strength, the firm has a large contingent of private equity specialists in New York, Philadelphia and Boston, while building a presence in San Francisco, Palo Alto and Los Angeles. The firm is strong in Europe and is also experiencing a rise in private equity activity in Asia. New York-based Ira White and Alec Dawson, who is ‘very thoughtful and reliable’, David Gerson and Barbara Shander in Philadelphia, and Pittsburgh’s Ryan Davis have excellent reputations.
Shearman & Sterling LLP has continued to develop its standing in the private equity sector, with a particularly strong record in cross-border and multi-jurisdictional transactions. The firm is ‘excellent on all fronts’ according to clients and has enabled it to build an immensely broad client list that includes Allianz Capital Partners, Avenue Capital, Bain Capital, Carlyle Infrastructure Partners, CVC Capital Partners, Francisco Partners, Investcorp, Ripplewood, TPG and Warburg Pincus. The firm has recently closed a series of transactions on behalf of BAML Capital Partners (the private equity arm of Bank of America), including its acquisition of Strategic Partners and its purchase of a majority stake in Provo Craft and Novelty Inc from Sorenson Capital. New York-centered Robert Katz was the lead partner on both deals. The firm is also making good progress on the West Coast, acting for Symphony Technology Group in its $300m sale of The Capital Markets Company to Fidelity National Information Services, and representing Vector Capital on its $125m bid for Trafficmaster. San Francisco’s Steve Camahort is commended by clients for his technical knowledge, while fellow San Francisco partner Michael Kennedy is ‘outstanding’, a ‘brilliant negotiator’, ‘problem solver’ and ‘trusted counsel’. New York’s Stephen Besen is highly regarded for cross-border deals.
Skadden, Arps, Slate, Meagher & Flom LLP may not have the same intense focus on the private equity sector as some of its leading Wall Street rivals, but its unrivalled M&A experience has led many top buyout funds to instruct the firm on their most challenging deals, including Blackstone, Avenue Capital Group, The Gores Group, TPG Capital, Fortress Investment Group and Vulcan Capital. Big ticket highlights included representing a Blackstone led consortium on the $17.6bn acquisition of Freescale Semiconductor back in 2006. The firm has been particularly successful in Asia, where it advised Blackstone and Capital International as lead investors in the $600m acquisition of Dili Group. The firm also represented Carlyle Asia Pacific Buy-Out Fund II in its sale of a 49% stake in Yangzhou Chengde Steel Tube. In Europe, the firm has built a strong connection to Doughty Hanson. New York-based Eileen Nugent is the firm’s most recognised private equity expert in the US.
As one of Wall Street’s elite firms, Sullivan & Cromwell LLP represents some of the most active players in the private equity industry including Apollo, Ares, CVC Capital Partners, Rhône Capital and Silver Lake Partners. The firm has also completed bulge-bracket deals on behalf of JC Flowers & Co and Warburg Pincus. In July 2010, the firm represented Colony Capital on its $1bn acquisition (alongside General Atlantic) of First Republic Bank from Bank of America Corporation. Later in the year, it advised Warburg Pincus on its $139m investment in Sterling Financial. On the sell side, the firm represented NBTY on its $3.8bn acquisition by Carlyle. The team also benefits from having a powerful leveraged finance group, as well as strong antitrust and regulatory expertise. The firm’s senior chairman Rodgin Cohen and New York-based Mitchell Eitel are renowned for their expertise in financial institutions investments and buyouts. Los Angeles-centered Alison Ressler and New York’s Richard Pollack co-head the private equity group.
White & Case LLP has emerged out of the middle-market and now represents numerous houses that have well over $1bn of funds under management. It also has a genuinely leading global practice, acting for a range of funds outside the US including UK-based giant CVC Capital Partners. The firm’s longstanding connections to major financial institutions, has enabled it to act for numerous former bankers that have established or moved over to private equity houses. The firm also retains its excellent financing credentials and this is frequently deployed in significant private equity transactions. In addition, its excellent bankruptcy practice has enabled it work on numerous acquisitions out of insolvency. Despite having a strong energy focus, the firm handles deals that stretch across a range of industries. In 2010, it represented sovereign wealth fund Qatar Holding on its $2.72bn investment into Banco Santander Brasil. It also acted for CVC portfolio company Pilot Travel Centers on its $1.2bn acquisition of Flying J’s core travel plaza and truck stop businesses; at the time, Flying J was under Chapter 11 bankruptcy protection. HIG Capital, Trilantic Capital Partners, One Equity Partners, Harvest Partners and Starwood Capital are also clients. New York-based John Reiss, William Wynne and Oliver Brahmst are all highly recommended.
Willkie Farr & Gallagher LLP has a distinct focus on private equity in the US and Europe, and represents some of the biggest names in private equity such as Centerbridge Capital Partners, Warburg Pincus, Bain Capital and PAI Partners. In 2010, the firm represented Warburg Pincus on its $3.4bn acquisition, alongside Silver Lake, of Interactive Data Corporation. It also advised Centerbridge Capital Partners on its acquisition of the resort finance business of GMAC Commercial Finance. Notably, the firm has made real progress in Europe, with the Paris office acting for clients such as Bain Capital and Oaktree Capital Management, and the Frankfurt office advising names such as AXA Private Equity and 3i. New York-based Steven Gartner is widely recognised for his work on behalf of Warburg Pincus.
Choate, Hall & Stewart is a relatively small Boston-based firm, but private equity accounts for a major proportion of its revenues. The firm focuses on the middle-market, with a particularly strong record in healthcare and technology deals, but also broader sectors such as media. Key clients include Summit Partners, Avista Capital Partners, Riverside Partners, Spectrum Equity and Windjammer Capital. The firm has completed a number of deals outside of the US, most notably in Canada, where its record is unrivalled. Other transactions in the UK, Ireland, Australia and Mexico, illustrate the sheer breadth of the practice. In June 2010, the firm represented Spectrum Capital and Bain Capital portfolio company iPay Technologies on its $300m sale to Jack Henry & Associates. Later in the year, the firm advised Riverside Partners on its acquisition of Tech Valley Communications. Co-chair of the private equity group Stephen Cohen has a strong profile within the industry, along with fellow co-chair Brian Lenihan and Thomas Murphy.
Despite the departure of key name Ronald Cami to become TPG’s general counsel, Cravath, Swaine & Moore LLP still has a distinguished record in the private equity arena. Unlike many of its Wall Street peers, it entered the market a little later, but was immensely successful in acting for the private equity arms of investment banks and hedge funds. In recent years, it has represented DE Shaw & Co, KKR Private Equity Investors (Independent Directors), PAI Partners, Perry Capital, RHJ International SA and Trilantic Capital Partners. The firm has also made an impression in the creation of publicly listed funds. It helped transform RHJ International from a private equity fund into a public company, and worked on its $904m listing on the Eurolist by Euronext Brussels. None of the firm’s partners focus principally on private equity, but that does not detract from its capabilities in this area.
Naturally inhabiting the middle-market, but making the most of its leading regulatory credentials in Washington DC, Hogan Lovells US LLP now has a real presence in the private equity sector. The firm represents some of the major buyout funds in connection with transactions involving highly regulated industries, including life sciences, telecoms and defence. It should be noted that on larger transactions, the firm is more regularly brought in principally as regulatory counsel. Even so, the firm’s growing volume of middle-market work, makes it one of the most active in the US, including acting for KRG Capital, one of the most dynamic private equity houses in the middle-market. Outside of the US, it has an active practice in western Europe, Russia and the Middle East. Other clients include ACON Investments, ABS Capital Partners, Norway-based Herkules Private Equity and Relativity Capital. Lead partners include Washington DC and London-based Jeffrey Hurlburt, Denver’s George Hagerty and Robert Welp in Northern Virginia.
With a distinct focus on the middle-market, New York’s Kramer Levin Naftalis & Frankel LLP has also become well known for its work in the distressed environment. Clients include Altitude Capital Partners, Fortress Investment Group, Perella Weinberg Partners, Stone Point Capital and York Capital. The firm also advised Stone Point Capital on its co-investment, alongside General Atlantic, in Pierpont Securities. Howard Spilko is the firm’s most high-profile private equity name, while Thomas Molner is recommended for distressed deals.
McDermott Will & Emery LLP concentrates primarily on the middle to upper-middle-market with deals ranging up to some $1bn. It has a particularly strong record in the healthcare sector. Clients applaud the firm’s efforts to understand their business and ‘bring that understanding to each transaction’. The firm has ‘smart attorneys’ who are ‘savvy negotiators’ and ‘problem solvers’. Clients also praise the rounded service provided by a deeper team of tax, employee benefits, antitrust and IP experts, this is in addition to a solid funds formation practice. One client says that ‘you not only get quality legal representation but you get a business partner’. The firm’s Chicago headquarters holds the largest concentration of private equity expertise, while the New York and Miami offices also impress, the latter with its work for HIG Capital. Other key clients include Baird Capital Partners, Bayside Capital, Glencoe Capital, Riverside Partners and Westshore Capital. Highlight deals included representing HIG Capital in connection with its acquisitions of The Higher Gear Group, Lipo Chemicals, First Capital Holdings and Albertville Quality Foods. The firm also represented Baird Capital Partners on its acquisition of NAC Marketing Company. Key partners include Chicago’s Laurence Bronska, who has ‘excellent legal knowledge and expertise’ and ‘strong attention to detail’, Andrew McCune, Brooks Gruemmer, Mark Harris and Scott Williams, who provides ‘first class advice’ and is ‘really savvy’. Boston-based Mark Stein is also recommended.
O’Melveny & Myers LLP maintains a strong record in the private equity environment, with notable expertise on both the East and West Coast. In Los Angeles, John Laco heads the office’s transactions group and represents clients such as Beachpoint Capital, American Capital and Ontario Teachers’ Pension Plan Board. New York and San Francisco-centered Paul Scrivano advises clients including Apollo Management, ONCAP Management Partners, Palo Alto Investors, and JER Partners. The firm has completed a series of deals on behalf of Apollo in recent years, including its $1bn investment in NCL Corporation and its acquisition of Regent Seven Seas Cruises in 2008. The firm’s London office also impresses clients, as do its partners in Asia.
Paul, Hastings, Janofsky & Walker LLP has a lengthy history in the private equity industry, most notably on the West Coast. With a focus principally on the middle to upper-middle-market, it has represented some of the most prestigious private equity houses around. In recent years, the firm has advised many of these in connection with their investments in Chinese real estate. Healthcare, technology, telecoms, defence and aerospace are other key industries. In December 2009, the firm represented Apax Partners on its sale of Spectrum Laboratories to Welsh, Carson, Anderson & Stowe after a competitive auction process. At the end of 2009, the firm also represented Madison Capital Partners on its acquisition of Filtran from SPX Corporation. In 2010, the firm significantly enhanced its Chicago and national private equity practice with the hire of eight senior lawyers from Greenberg Traurig LLP and Katten Muchin Rosenman LLP, including Paul Quinn, the former head of Greenberg Traurig LLP’s Chicago corporate practice. Los Angeles-based Robert Miller and Orange County’s William Simpson are the firm’s key names on the West Coast.
Building on its magnificent standing in the funds industry, Schulte Roth & Zabel LLP has created a genuinely significant transactions practice, acting for some of the biggest names in the sector. Clients include Veritas Capital, Cerberus Capital Management, Castle Harlan and Marlin Equity Partners. During the economic downturn, the firm has continued to work on some substantial transactions, including representing New York’s Veritas Capital on its $815m acquisition of Lockheed Martin’s Enterprise Integration Group. The firm also advised Cerberus on its acquisition of Boston-based Caritas Christi Health Care, through Cerberus’s newly formed affiliate Steward Healthcare System. Amongst other notable deals, the firm represented Castle Harlan on its $200m acquisition of Pretium Packaging. Senior figures in the department include Marc Weingarten, Robert Goldstein and Stuart Freedman, who recently rejoined the firm after serving as president of a leading investment firm.
Vinson & Elkins L.L.P. has employed its energy sector expertise to great effect in respect of representing major private equity sponsors. Some of the world’s largest private equity funds now turn to the firm for their energy, power and infrastructure investments and acquisitions, including sponsors such as TPG, KKR and Warburg Pincus. Energy, power and infrastructure focused houses such as Riverstone Holdings and Global Infrastructure Partners are also regular clients. Distressed investor Lonestar is another key client, while the firm has worked with sovereign wealth funds such as China Investment Corporation (CIC). TPG, in particular, has become a blossoming relationship, with the firm representing it on its $500m control investment in Houston-based Valerus Compression Services. In 2010, the firm also advised Riverstone Holdings on its equity commitment to biomass renewable energy company Intrinergy Holdings. Houston-based head of M&A and private equity Keith Fullenweider is highly recommended, as are co-head of the corporate department Scott Wulfe and Dallas partner Winston Oxley.