The Legal 500

Cahill Gordon & Reindel

PRACTICE: Regarded as having the lion’s share of the manager related high-yield work, New York-based Cahill Gordon & Reindel excels in this arena with a wealth of strong financial institution clients including Credit Suisse and Banc of America Securities, and a particular focus on acting as initial purchaser over the last year. The firm’s lack of presence on the issuer side shows a conscious decision by the firm to focus its practice towards manager representation.

Cementing its position as a go-to-firm, it has impressed clients with its work in a difficult market. Clients note that ‘we faced many difficult situations in 2008 and always bring our most difficult matters to Cahill Gordon & Reindel and will continue to do so’. This high praise is in response to the fact that ‘ Cahill Gordon & Reindel is always up to speed with the latest developments and has great bench strength both from the standpoint that they are well rounded (tax advice, litigation, etc) and they have a number of very good lawyers, not just one or two’.

Cahill Gordon & Reindel’s relationship with underwriter clients is among the most impressive in the market and is described as being elite regarding the volume of work. The practice’s model of working on high-end matters for clients who are the cream of the crop of their industry is continuing to keep it flying high, not surprising considering the undeniably strong corporate practice which offers clients the full range of high-yield products, from Rule 144A matters and revolving credit facilities to senior note offerings.

The practice acts on both singular high-yield matters and high-yield matters in conjunction with straight debt deals, illustrating its flexibility in the area. In June 2008, the practice represented a group of initial purchasers including Deutsche Bank, Morgan Stanley, Citigroup, and among others regarding offerings by Clear Channel Communications of $980m in aggregate principle amount of its Senior Cash Pay Notes and $1.3bn of aggregate principle amount of its senior toggle notes. This was carried out along with a bank deal, and raised capital for the acquisition of Clear Channel Communications by Thomas H Lee Partners and Bain Capital Partners.

Illustrating its strength in large matters and in the Rule 144A offerings arena, the practice represented JPMorgan, Credit Suisse, Banc of America Securities and Morgan Stanley as initial purchasers regarding DIRECTV Holdings and DIRECTV Financing Co. Rule 144A offerings of $1.5bn senior secured notes.

The firm also recently represented Bank of America, Citi, Barclays, Deutsche Bank and the now dissolved Lehman Brothers as dealer managers in the largest debt exchange offer to date. The matter included 14 series of outstanding bonds that were part of a comprehensive series of global transactions involving GMAC Financial Services, and its wholly owned subsidiary, Residential Capital. The matter regarded Residential Capital’s execution of private bond exchange offers and cash tender offers for the equivalent of $14bn.

CLIENTS: The practice’s impressive client roster includes Merrill Lynch, Pierce, Fenner & Smith, Goldman Sachs, Royal Bank of Scotland Group, Barclays, Citigroup, Greenwich Capital Markets and Deutsche Bank Securities.

INDIVIDUALS: Partner James Clark is regarded by clients to be a ‘key contact’ for high-yield debt matters. Clients ‘seek his advice on a regular basis at every stage of a deal and always find our discussions with him very rewarding’.

Partner Daniel Zubkoff is co-administrative partner of the firm and has acted on a number of the firm’s leading high-yield matters of the year. Zubkoff is regarded as an ‘outstanding lawyer’ in the area by clients, as is ‘go-to-lawyer’ partner Jonathan Schaffzin. All three lawyers are based in the New York office. Chris Cox and Penny Windle are also co-administrative partners.

Cravath, Swaine & Moore LLP

PRACTICE: Wall Street firm Cravath, Swaine & Moore LLP leverages from its historically strong relationship with investment banks to continue working on complex matters for leading financial institutions, which is recognised by clients who note that the firm has ‘strong knowledge of the product and the market’. This expertise more than passes over onto the issuer side, but issuer representation is still an area of growth for the firm, and has not yet seen the same level of leading clients or market share as some of its competitors.

Described by clients as a firm which has ‘literally never let us down’, and whose ‘extremely professional and knowledgeable’ partners offer a ‘first rate service’, the practice offers a strong range of products including 144A/Regulation S, convertible and high-yield senior debt offerings, illustrating that a range of complexity in matters is well within the firm’s expertise. The practice’s generalist model of product concentration across the board also appears to allow its lawyers to offer a broader range of service than those firms who choose to specialise.

On the manager side, the practice continues to see large mandates, such as acting for a group of underwriters led by Banc of America, Credit Suisse, Barclays Capital, UBS Investment Bank and Goldman Sachs regarding Chesapeake Energy Corporation’s $1.2bn high-yield convertible senior debt offering. It also represented Banc of America, Credit Suisse, Deutsche Bank, RBS Greenwich Capital and Lehman Brothers regarding the $800m high-yield debt offering by the same issuer.

The practice also represented Citi, Credit Suisse and UBS Investment Bank as underwriters regarding the $800m registered high-yield senior debt offering of Texas Corporation.

Illustrating the firms burgeoning issuer strength, the corporate practice acted for Airgas (the largest US distributor of industrial, medical, and specialty gases), as issuer in June 2008, regarding its $400m, 144A/Reg. S high-yield senior subordinated debt offering. The team also acted for the issuer IKON Office Solutions. regarding its $150m 144A/Reg. S high-yield senior debt offering.

CLIENTS: On the underwriter side, clients include Credit Suisse, Goldman Sachs, UBS, JPMorgan and CIBC World Markets. In addition to Airgas on the issuer side, the practice has acted for Crown Castle International.

INDIVIDUALS: New York-based partner Craig Arcella is a member of the firm’s corporate department and is described by clients as an ‘excellent capital markets attorney’, and as a ‘very intelligent, professional, attentive’ lawyer who ‘finds solutions rather than raises issues’.

Latham & Watkins LLP

PRACTICE: Viewed as a leader in the high-yield field by clients, Latham & Watkins LLP continues its dominance of the market despite the current financial climate. The practice justifies its position as ‘top’ in this arena, by having advised on 30 high-yield deals worth over $2.8bn since September 2007, and as being one of the leaders in issuer representation regarding volume and size of deals on this side.

With corporate finance strength on both the East and West Coast, the firm’s Washington DC and New York offices lead the way. Industry wise, the practice has deep expertise in the technology arena, supported by the Californian offices, and continues to advise a number of the premier underwriters on ‘the managers side particularly’ in transactions.

In the issuer arena, the practice acted for Intelsat regarding its June 2008 offering of $2.2bn of senior notes and $2.2bn senior PIK election notes, with an overall deal value of $5bn.

The Washington DC-based practice was involved in the advising of Allison Transmission regarding its October 2007 offering of $550m senior notes and an offering of $550m senior toggle notes. On the manager side, the New York-based practice advised Goldman Sachs and other underwriters regarding Laureate Education’s offering of $260m senior notes, $435m senior toggle notes, and $310m senior subordinated notes.

CLIENTS: Among the firm’s premier underwriter client list it has acted for JPMorgan, Credit Suisse and Deutsche Bank, while on the issuer side clients include Cricket Communications and Sequa.

INDIVIDUALS: Partner Dennis Lamont is the co-chair of the firm’s private equity finance practice and specialises in the high-yield arena. Lamont is singled out by clients for his ‘knowledge and awareness of market’ standards’ as well as his ‘clarity of explanation and constructive suggestions’.

Partner Joshua Tinkelman focuses his personal practice on mezzanine financings and private equity finance, and has impressive expertise in the high-yield arena. Tinkelman’s strength in the area is supported by clients who note that he offers ‘constructive suggestions but is accepting of ultimate decision and works within that framework going forward’.

Shearman & Sterling LLP

PRACTICE: ‘Excellent firm’ Shearman & Sterling LLP’s high-yield strength is combined with its strength in acquisition financings. On the non-acquisition finance side, the practice has expertise in refinancing debt in the high-yield market.

With 21 partners, mainly based in New York, the ‘very responsive’ team enjoys a large share of the market on the manager side, as well being greatly respected for the highly complex and weighty matters that it carries out. An example of this is the capital market practice’s role in the world’s largest leveraged buy-out. Closing in October 2008, the practice advised the lead arrangers, agents and bookrunners regarding a portion of financing of publicly-held energy holding company TXU. After the closing of the acquisition of the shares of TXU, it advised Goldman Sachs and Morgan Stanley in relation to a $4.5bn high-yield offering of senior notes and senior toggle notes by Energy Future Holdings, and a $3bn high-yield offering of senior notes and a $3.75bn high-yield offerings of notes and senior toggle notes by a subsidiary of Energy Future Holding.

Showing the firm’s growing strength on the issue side, it has attracted new client Honeywell recently. On the issuer side, the practice represented SABIC Innovative Plastics Holdings and SABIC regarding their acquisition of the plastics business of General Electric. Working closely alongside the firm’s finance group, the capital markets group represented SABIC Innovative Plastics regarding a $1.5bn Rule 144A/Regulation S offering of its high-yield senior notes.

CLIENTS: The firm has acted for Banc of America, Goldman Sachs and Morgan Stanley, while issuer clients include The Trizetto Group and AES.

INDIVIDUALS: New York-based partner Andrew Schleider has been involved in a number of leading matters in the high-yield space for the firm including the TXU leveraged buy-out matter.

Simpson Thacher & Bartlett LLP

PRACTICE: Having historically strong relationships with private equity firms as well as corporate clients, Simpson Thacher & Bartlett LLP has continued to see leading matters on the issuer side, and is regarded as ‘definitely’ being at the top of this market, despite having seen a dip on the manager side.

Leveraging off its Rule 144A expertise, the practice has picked up a number of leading matters this year, such as acting for long-term client Hovnanian Enterprises, regarding a series of major capital restructuring and capital raising transactions that were completed during May 2008. The transactions included a cross-conditioned high-yield debt and bank restructuring transactions, which included a Rule 144A/Regulation S offering of $600m senior secured notes, due in 2013.

On the issuer side, the practice illustrates flexibility by acting for a broad cross-section of corporate clients. Industry-wise, the practice excels in the life sciences, technology and energy arenas, with the support of the practice’s energy and infrastructure practice.

Illustrating its life sciences strength, the practice acted for the Brazilian medical diagnostics company Diagnósticos da América regarding one of the first high-yield offerings of 2008 by a Latin American company. The client issued $250m of senior notes in a Rule 144A/Regulation S offering through a finance subsidiary. The firm’s Latin America focus enables it to attract clients from further afield.

Mainly driven from the New York office, the capital markets practice also has expertise in Palo Alto and Los Angeles, allowing it to tap into the country’s central financial and technology markets. While the firm’s leading transactions have landed on the issuer side rather than the manager side, Simpson Thacher & Bartlett LLP can leverage off its cultivated manager client base in the high-yield debt arena, having acted for clients such as Citigroup and Bank of America.

CLIENTS: As well as Diagnósticos da América and Hovnanian Enterprises, issuer clients have included Pegasus Solution and Pinnacle Foods. On the manger side, clients include Bank of America, Citigroup, UBS and Thomas Weisel Partners.

INDIVIDUALS: Singled out by clients for his ‘hard work on our account’, Vincent Pagano is the head of the firm’s capital markets practice group and focuses his personal practice on a range of matters, including high-yield debt securities for both underwriter and corporate clients.

Skadden, Arps, Slate, Meagher & Flom LLP

PRACTICE: Praised for its ‘cutting edge, current expertise’ in the high-yield arena, Wall Street stalwart Skadden, Arps, Slate, Meagher & Flom LLP is very strong on the issuer side in the debt and equity, allowing the firm to continue to represent a cast of issuer clients of varying sizes. While the private equity area has slowed and related clients are therefore less visible, past representations illustrate the firm’s strength.

On the issuer side, the practice acted for the retail drugstores chain Rite Aid regarding its $158m offering of convertible notes and $470m high-yield offering of notes.

Illustrating the firm’s aptitude for acting for issuer clients in complex transactions, the practice represented Marisco Capital Management and related entities regarding the management buyback of the client from an affiliate of Bank of America. This matter was done via a series of concurrent financing transactions including a senior secured credit facility, offerings of senior PIK notes, PIK preferred interests, senior subordinated notes and an offering of options to purchase non-voting membership interests in the client by Marsico Superholdco SPV.

Having built a strong corporate finance practice based on its relations with investment banks and private equity firms, the firm does carry out manager-related matters, despite the success that the firm enjoys on the issuer side not quite translating onto the manager side in this sector of the market. The practice
recently advised UBS Investment Bank as sole bookrunner in two parallel offerings. The first was a $136m offering of common stock by the REIT Medical Properties Trust and the second was a $75m Rule 144A high-yield offering of exchangeable senior notes by MPT Operating Partnership with the notes guaranteed by Medical Properties Trust.

CLIENTS: The firm’s roster of high-profile clients includes SkyTerra Communications, Mobile Satellite Ventures, KAR Holdings, Marisco Capital Management and Rite Aid.

INDIVIDUALS: Partner Phyllis Korff is praised by clients for her ‘commitment, knowledge, and experience’. Regarded for her work in all areas of capital markets, Korff focuses her practice on a range of debt and equity transactions including high-yield debt.

New York-based partner Matthew Mallow is praised by clients for his ‘superior client attention’. Mallow is the co-head of the corporate finance group, and focuses his practice on representing client’s issuers and investment banks.

Cleary Gottlieb Steen & Hamilton LLP

PRACTICE: In terms of market share Cleary Gottlieb Steen & Hamilton LLP had an impressive 2007/08, raising over $9bn in the first half of 2008 in high-yield matters
world-wide. Praised by high-yield debt clients for the strength of the practice, the firm is described as being ‘outstanding with respect to capital markets transactions, securities laws, execution of debt transactions. They are also very helpful in structuring complex transactions’. Across the capital markets board, the firm has strong manager expertise and has also excelled this year on the issuer side.

The main strength of the practice is in the ‘highly responsive’ New York office. The practice overall is praised for the way in which its partners ‘take an active interest in all transactions’. Despite having a smaller geographical reach than a number of other firms, the practice’s placing in the centre of the financial community makes it ideal for cultivating manager relationships.

The practice was involved in the largest-ever leveraged buyout in the media and entertainment industry, acting as counsel to an investment consortium of Apollo and TPG regarding the leveraged buyout of Harrah’s. The matter involved a $6.025bn of high-yield notes and bridge facilities. Regarding the November 2007 largest-ever buyout in the US telecommunications industry, the practice acted as counsel to TPG and Goldman Sachs Capital Partners in their $27.5bn acquisition of Alltel. The matter involved $7.7bn in high-yield bonds and bridge facilities.

The firm is well known for its ‘very strong international offices’ and has respected expertise in Latin America, which has assisted the firm in attracting an expanded clients base. The practice acted as counsel to Petróleo Brasileiro regarding its $1bn SEC-registered high-yield notes offering by its financing subsidiary, PifCo.

On the manager side, the practice acted as counsel to the underwriters Goldman Sachs and UBS in June 2008 regarding a $206m Rule 144A/Regulation S high-yield debt offering by Visteon, and for the same clients as deal managers in Visteon’s tender offer to purchase its high-yield notes. In another matter, the practice acted as counsel to Coca-Cola regarding a €300m debt offering in November 2007.

CLIENTS: The firm’s impressive manager client base includes Citigroup, Goldman Sachs and Credit Suisse, while issuer clients include Claymont Steel, Petrobras International Finance and Warburg Pincus.

INDIVIDUALS: Partner Jeffrey Karpf is regarded by clients for his ‘extremely responsive’ nature to all matters, however large or small. Karpf focuses his practice on SEC-registered and private debt.

Davis Polk & Wardwell

PRACTICE: Supporting Davis Polk & Wardwell’s reputation for having a deep bench across the capital markets spectrum, clients note that ‘what stands out about Davis Polk & Wardwell ’s service is the quality of the lawyers, particularly the depth of knowledge within the associate rank.’ Particularly strong in manager representation, the firm staffs transactions from both its New York and Menlo Park offices, the base of the firm’s global technology group, allowing it to plug into the financial and technology centres of the country, supplementing the firm’s expertise in the energy and life sciences arenas.

Noted for its strength in both the debt and equity arenas, Davis Polk & Wardwell is not perceived to be as strong in high-yield matters, in terms of the size of matters or in terms of market share. While attracting impressive manager clients, the smaller and less complex of matters handled sets it apart from top tier firms.

A certain draw for clients to the firm, though, is its expertise in Rule 144A/Regulation S matters. On the managers side in 2008, the New York practice acted for the initial purchasers Credit Suisse, JPMorgan, Banc of America and Wachovia Capital Markets regarding the residential construction company K. Hovnanian Enterprises’ $600m Rule 144A/Regulation S offering of high-yield senior secured notes.

The practice also advised JPMorgan, Banc of Americas and Barclays Capital as joint bookrunning managers and representatives of the initial purchasers on a Rule 144A/Regulation S offering by SandRidge Energy of $750m aggregate principle amount of senior notes.

On the issuer side, the Menlo Park-based practice acted for E*Trade Financial Corporation regarding its private placement of $1.9bn of Springing Lien Notes. Also on the issuer side, the practice acted for Independência International regarding its $300m Rule 144A/Regulation S offering of high-yield notes.

CLIENTS: Manager clients include HSBC, Deutsche Bank, and Morgan Stanley. On the issuer side, the firm has acted for Symbion, Independência International, Ardagh Glass Finance and Aventine Renewable Energy Holdings.

INDIVIDUALS: Richard Truesdell, co-head of the firm’s global capital markets group, is regarded by clients as being ‘great in a crisis - a calming influence. He appears to have nerves of steel’. The New York-based partner acts for both manager and issuer clients in international capital markets transactions and is seen to be ‘highly knowledgeable, thoughtful, responsive and highly accessible’ to clients.

‘Highly responsive’ New York-based partner Michael Kaplan represents clients in a range of leveraged finance and capital markets transactions. Clients note that ‘for a relatively young partner, his depth of knowledge of the securities laws and the current positions of the SEC are impressive.’

Fried, Frank, Harris, Shriver & Jacobson LLP

PRACTICE: Continuing to carry out work for long-term clients such as Goldman Sachs, Fried, Frank, Harris, Shriver & Jacobson LLP has seen high-yield corporate debt matters handled by its capital markets practice rise in the first half of 2008. Despite this, it does not quite have the expertise retained by its top-tier competitors on the manager side. Fried Frank has occupied a slightly unusual position in the market during the first half of 2008, having seen its international profile rise in terms of the volume of internationally high-yield matters acted on over the last year, while the firm’s overall national high-yield footprint has risen but is not up there with the big hitters.

Despite this, the firm is attractive to clients due to its lawyers’ ‘technical knowledge of SEC rules’ and ‘their professional approach in dealing with clients’. Clients also note that they are ‘constantly impressed by Fried, Frank, Harris, Shriver & Jacobson LLP ’s overall great quality of service’.

On the manager side, the capital markets team of 20 partners, mainly based in New York, acted for Barclays Capital, Bank of America and Wachovia Bank regarding a $175m ABL facility and a $1bn senior secured high-yield debt offering in order to finance an acquisition of Apria Healthcare by Blackstone.

In July 2008, the practice acted as counsel to the co-managers and joint bookrunners regarding the high-yield offering by BE Aerospace of $600m aggregate principle notes, due 2018. The joint bookrunners were JPMorgan, Credit Suisse and UBS Securities, and the co-managers were Greenwich Capital Markets, Wells Fargo, SunTrust Robinson Humphrey and Mizuho Securities USA, illustrating the range of clients that the practice acts for.

On the issuer side, the practice acted as counsel to Terex Corporation regarding its high-yield offering of $800m senior subordinated notes.

CLIENTS: Manager clients include Merrill Lynch and Goldman Sachs Mezzanine partners (GSMP). Issuer clients include SPX Corporation.

INDIVIDUALS: Valerie Ford Jacob is a New York-based partner and the chairperson of the firm’s corporate practice. Jacob is singled out by clients for her ‘client focus, technical strength in SEC filings’ and for her ‘market savvy’.

Partner Stuart Gelfond, also based in New York, focuses his practice on the representation of both issuer and manager clients in international high-yield matters, as well as other corporate finance transactions. Gelfond is regarded by clients as an ‘excellent legal mind, very experienced and a pleasure to work with’.

Weil, Gotshal & Manges LLP

PRACTICE: Leveraging from the firm’s established debt and private equity expertise, New York-based Weil, Gotshal & Manges LLP continues to make in-roads into the high-yield market, particularly in the healthcare arena, while it also continues to develop its capital markets expertise, particularly on the equity side. With particular strength on the manager side, the practice continues to act for a number of the leading financial clients in the market, for instance working with JPMorgan, Banc of America and Goldman Sachs regarding the issuance by Dr. Pepper/Snapple of $1.7bn aggregate amount of senior notes.

Despite acting for a number of impressive financial institutions, the firm is regarded to have a weaker depth of expertise in comparison to its competitors, with a client noting that, ‘We did not feel that they have the same depth of securities law knowledge as other firms’. On the issuer side, the practice acted for Sotheby’s regarding an offering of $150m aggregate principal amount of senior notes.

CLIENTS: Manager clients include Banc of America, JPMorgan, Goldman Sachs, UBS and Morgan Stanley.

INDIVIDUALS: New York-based partner Rod Miller is a member of the firm’s capital markets corporate department. Miller dedicates a portion of his practice to representing clients in a range of offerings including high-yield, debt and equity offerings, alongside counselling in the acquisition finance area, which is one of his main focuses.

Baker Botts, L.L.P.

PRACTICE: Texas-based Baker Botts, L.L.P.’s focus is uniquely strong in the region, and focuses on the representation of manager clients in the high-yield arena. The departure of four lawyers in 2008, leaving the team with 13 partners, two associates and one special counsel, has not diminished the Houston-led practice’s abilities in the area, with one client noting that the firm ‘clearly has experience in these types of matters’.

Praised for the added strength that it has in its international offices, the practice has particular expertise in Rule 144A offerings, recently acting for Banc of America Securities as lead underwriter in a Rule 144A offerings of notes and senior unsecured zero coupon notes issued by Enbridge Energy Partners with a value of $1bn.

In a public offering of $600m senior subordinated notes issued by Newfield Exploration Company, the firm acted for JPMorgan as lead arranger, closing in May 2008.

CLIENTS: The practice has advised manager clients such as Deutsche Bank, RBS Greenwich Capital, HSBC Securities and Credit Suisse.

INDIVIDUALS: Partner Stephen Massad is singled out by clients for his ‘very strong legal skills’ and his ‘absolute ability to understand issuers and translate for client’ as well as working on ‘very complex’ high-yield matters.

Bill Hart focuses his practice on high-yield debt and corporate finance matters. Praised by clients for his ‘very responsive and very calm’ approach to matters, he has the ability to act on ‘very impressive strategic issues’. Both partners are based in Houston.

Clifford Chance

PRACTICE: Regarded in this market as a mid-tier firm, Clifford Chance has seen a downturn in terms of the number of significant high-yield matters that it has produced over the last year.

Despite this, the firm has illustrated its continuing ability to act on complex high-yield matters in the representation of the placement agent and financial advisors, UBS and FBR, regarding Thornburg Mortgage’s issuance of $1.5bn of senior subordinated secured notes in March 2008. The transaction included warrants to purchase common stock, a participation in certain mortgage-related assets and a $200m escrow for future notes and warrant issuances to fund preferred stock tender offers.

Keeping the practice busy over the past year, the firm has turned its attention to solving the current problematic situations that corporate clients have found themselves in since the crashing of the high-yield market. The practice focuses on recapitalisation, restructuring and advising specific issues and investments. The practice takes advantage of the partner’s bank and bond expertise as well as the expertise, of other practices supplementing the knowledge and expertise of the practice’s five partners and 15 associates.

CLIENTS: Issuer clients that the firm has acted for in the past include Waterford Westwood, Thomson Directories and TM Group. Manager clients that the firm has acted for on the issuer side include UBS and FBR.

INDIVIDUALS: Jay Bernstein is regarded by clients to be a ‘highly responsive’ partner, and is praised by clients for providing ‘leadership in solving problems and getting deals done’. Bernstein is based in New York and is the co-head of the Americas region’s financial institutions group and real estate funds group.

Gibson, Dunn & Crutcher LLP

PRACTICE: Los Angeles-based Gibson, Dunn & Crutcher LLP leads the way for West Coast-centric firms with a group of ‘great attorneys’, and has seen continued strength on the issuers side in particular.

Industry-wise, telecommunications continues to be an area of strength for the firm, which is illustrated by the issuer work that the firm has attracted.

In February 2008, the practice acted for TerreStar Networks regarding a $150m Rule 144A offering of senior exchangeable PIK notes in a PIPE investment by EchoStar Corporation and Harbinger Capital Partners. In March 2008, the practice also acted for Charter Communications Operating regarding a $546m Rule 144A offering of senior second lien notes.

CLIENTS: The firm has acted for Charter Communications Operating, TerreStar Networks and Qwest Corporation on the issuer side, and for Citigroup Global Markets, UBS and BNP Paribas on the manager’s side.

INDIVIDUALS: New York-based partner Joerg Esdorn is the co-chair of the firm’s global finance group, and focuses his practice on the representation of both issuers and managers on a range of capital markets matters.

Kirkland & Ellis LLP

PRACTICE: Noted in the market as working for a ‘good number of private equity clients’, Kirkland & Ellis LLP’s practice differentiates itself from its competitors by focusing only on issuer representations.

The firm’s strength in representing private equity clients precedes them with clients noting that, ‘ Kirkland & Ellis LLP is one of the few firms in the US that has deep expertise across the areas of law affecting private equity firms.’ Yet the firm’s reliance on private equity clients has hampered the amount of work carried out in 2007/08 due to the lack of activity in this area.

The practice has leveraged from its strong expertise in the technology and life sciences arenas, acting for telephone communications company Windstream Regatta regarding its offerings of senior subordinated notes worth $210.5m. In June 2008, the practice acted for issuer Vision Corporation on an issue of $206m made up of senior notes.

CLIENTS: Clients include CHS/Community Health Systems, Universal Hospital Services, Belden CDT and Innophos Holdings.

INDIVIDUALS: Chicago-based partner Dennis Myers is regarded by clients as ‘the leading capital markets lawyer at Kirkland & Ellis LLP . He is unparalleled in his understanding of the issues and in his practical judgment as to how to address them in the context of business objectives.’ Myers focuses his practice on representing private equity funds and their portfolio companies regarding multiple types of corporate financing transactions, and is also regarded as being ‘second to none when it comes to understanding both the law and market practices when it comes to capital market transactions.’

Proskauer Rose LLP

PRACTICE: Proskauer Rose LLP has seen the level of high-yield matters that it has attracted reduce with the slow down of the market, and has not acted on the volume or complexity of matters as firms in the upper tiers. Despite this, the relatively youthful group is held in high esteem by clients, who note that ‘ Proskauer Rose LLP has demonstrated itself as one of the top capital markets firms in the country, with a particular expertise in complex financings, including high-yield bond, convertible bond and other capital raising transactions’.

The practice continues to make inroads into the market, particularly on the issuer side, as a comparatively new team when placed alongside the big hitters in the market. Over the last four to five years, the firm has added significant lawyers to the practice to give it East and West Coast strength, which is praised by clients who note: ‘ Proskauer Rose LLP has demonstrated an impressive evolution in its capital markets practice over the last five years’.

In terms of matters handled, the practice’s strength in 144A offerings is highly evident on both the issuer and underwriter side, acting for General Nutrition Centers regarding a 144A offer of $300m principle amount of senior floating toggle noted, and an offering of $110m principal amount of senior subordinated notes.

The practice also represented the underwriter in a 144A offering of $132m principal amount of senior secured notes of Perkins & Marie Callender.

CLIENTS: On the underwriter side, clients include Citigroup, Merrill Lynch, Jefferies & Co and Global Hunters Securities. On the issuer side, the practice has acted for Quelez Securities, Blaze Recycling & Metals and General Nutrition Centers.

On the manager side, the practice recently acted for Jefferies as initial purchaser in a number of 144A offerings for issuers such as Altra Industrial Motion and Mastro’s Restaurants among others.

INDIVIDUALS: Described as ‘a rising star in corporate legal community’, New York-based partner Frank Lopez focuses his practice on high-yield and Rule 144A transactions in the capital markets area. Clients hold Lopez in the highest regard, noting that ‘Frank is one of the best capital markets attorneys in the nation with a wide ranging skill set in corporate finance, including initial public offerings, convertible bonds and high-yield bonds’, and ‘he encompasses what investment banks look for in their lawyer - solid legal advice with a strong business acumen’.

Sullivan & Cromwell LLP

PRACTICE: Sullivan & Cromwell LLP regularly wins plaudits for its role in equity and debt transactions, and is regarded as having ‘always offered top notch service’ in the high-yield debt arena. Despite this, with five lawyers carrying out high-yield matters as a part of a larger corporate finance concentration, the firm does not boast the strength of expertise evident in the practices of other firms.

The practice has illustrated its strength in issuer representation with two large matters carried out in the area. In May 2008, it acted for EchoStar regarding its offering of $750m senior notes, and in June 2008, the practice acted for CSC Holdings regarding its offering of $500m senior notes.

The firm’s high-yield lawyers’ personal practices are structured in such a way that lawyers have expertise in several practices rather than having a direct focus on one area. Multifaceted personal practices may keep a larger practice active and productive and in
this case could also indicate through its lack of direct focus on high-yield matters that work in this area is not at a premium, causing the practice to turn its attentions to other areas of expertise.

CLIENTS: Clients include issuers such as Cablevision and The Rouse Company, while manager clients include Goldman Sachs and UBS.

INDIVIDUALS: ‘Smart and talented lawyer’ Robert Downes is co-ordinator of the high-yield financing group in the firm’s New York office and is regarded by clients as having ‘excellent legal knowledge’.

White & Case LLP

PRACTICE: Since adding high-yield strength in February 2007 in the shape of five high-yield partners from Mayer Brown, White & Case LLP’s practice has gone from strength to strength. Regarded by clients as being ‘responsive, creative, and up on the latest, greatest changes and technology’, the practice has impressive clients, including Morgan Stanley and Credit Suisse.

Focusing on manager representation of a less complex and weighty nature in terms of dollar amount than some of its competitors, the practice excels in acting for manager clients as initial purchasers, and has leveraged from its strong roots in the energy and telecoms sectors. The team recently acted for Jefferies & Co as initial purchaser regarding a $425m notes offering by Indianapolis Downs and Indiana Downs Capital, consisting of $375m of senior secured notes and $50m of senior subordinated secured pay-in-kind notes.

In the energy sector, the practice represented Morgan Stanley as lead underwriter regarding an offering of $450m of senior notes by W&T Offshore, an oil and natural gas-related company.

CLIENTS: The practice’s impressive client list includes Credit Suisse, Merrill Lynch, Jefferies & Co, Goldman Sachs and Morgan Stanley.

INDIVIDUALS: Partner Ronald Brody is singled out by clients for his ‘responsive’ demeanour and for his ability to be ‘creative at figuring out solutions’. Brody is the co-head of the firm’s leveraged finance group.