What we say about the firm's legal practice in United States
Finance
Within Asset finance and leasing, tier 4
Simpson Thacher & Bartlett LLP’s asset finance practice fields an ‘extremely strong roster of partners who are actively involved in all facets of transactions’. The team operates primarily from New York but advises on transactions the world over. The client base encompasses lessees, equity investors, lenders and underwriters in lease financings across a number of sectors; the team has been particularly busy recently with automobile and aircraft financing. Laura Palma, an expert on complex automobile industry transactions, is ‘exceptional in terms of the breadth of her knowledge and understanding of the structured finance business, expanding beyond legal to include regulatory, rating agency and financial aspects’. She represented Ally Bank as joint lead arranger and lender in connection with a complex $7bn asset-backed variable funding facility, structured in three separate cross-collateralized tranches, and secured by automobile loans or leases and dealer floorplan loans. Alan Brenner often leads on aircraft financing mandates and recently represented Airbus Financial Services regarding the financing of five Airbus A320 aircraft for US Airways. He also acted for JPMorgan Chase Funding Inc as the lender, and JPMorgan Chase Bank as the letter of credit issuer, regarding an unsecured revolving credit facility for Air Lease Corporation.
Within Bank lending (including other sources of financing), Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP’s successful practice is headed by Patrick Ryan, and acts for an even spread of borrowers and lenders. Three new appointments were made at partner level: Elisha Graff and Justin Lungstrum in February 2010, and Melissa Hutson in November 2010. James Cross led the advice to PPL Corporation on the bridge financing for its purchase of E.ON US, a $7.62bn acquisition; and Jennifer Hobbs was the lead partner acting for Silver Lake and Warburg Pincus on their $3.4bn acquisition of Interactive Data Corporation, a leading provider of financial market data. The firm also assisted an investor group led by Silver Lake Partners on the debt financing for a majority interest in Skype Technologies from eBay, for approximately $1.9bn in cash; and Peabody Energy Corporation on a new five-year senior secured credit facility led by Bank of America Securities – this includes a $1.4bn revolving facility and a $500m term loan, and replaced Peabody’s prior credit facility. On the arranger side, the group advised JPMorgan Securities and Barclays Capital as representatives of the initial purchasers of $800m of 9.875% senior notes, due 2018, the proceeds of which were used to part finance Burger King Holdings’ acquisition by private equity firm 3G Capital. Alan Brenner led a team that advised JPMorgan on a $5bn revolving credit facility for Anadarko Petroleum Corporation, which replaced an existing $1.3bn unsecured revolving facility. Clients value the ‘very solid’ advice given by the senior partners, and the firm counts several major figures in its number, including the greatly experienced Cross, mentioned above, and Francis Huck.
Within Capital markets: debt offerings, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP offers ‘extraordinary levels of responsiveness’ and ‘spot-on legal advice’ to both issuers and managers. Recent highlights on the debt side include advising Xerox Corporation on a $2bn debt securities offering. Leading this transaction was practice head Vincent Pagano, who ‘inspires confidence’ in clients. Contributing to the strength of the team’s issuer practice is Glenn Reiter, who has ‘outstanding knowledge and understanding’, and receives high praise for his ‘sound judgment’, ‘practical approach’ and ‘insightful, helpful and appropriate advice’. A ‘pleasure to work with’, Reiter, together with Lesley Peng, advised Microsoft Corporation regarding an offering of $1.25bn Rule 144A/Reg. S zero coupon convertible notes. Other key issuer clients of 2010 included Seagate Technology, which the firm advised in a $600m senior notes offering, and Wm Wrigley Jr Company, which the firm assisted in an aggregate $1.8bn senior secured notes offering. On the manager side, Gary Sellers and John Ericson advised the underwriters, including JPMorgan Securities and Barclays Capital, on a $2bn SEC-registered debt offering by Anadarko Petroleum Corporation. In a very high-profile transaction, Andy Keller advised the underwriters, led by Barclays Capital, BBVA Securities, BNP Paribas, Citi, Credit Suisse, Deutsche Bank Securities, HSB, RBS and Société Générale, in the $9.5bn public offering of debt securities by Kraft Foods in February 2010 following Kraft’s acquisition of Cadbury in January of that year. Keller also advised the underwriters, including JPMorgan Securities and Wells Fargo Securities, in the $8bn debt offering of Berkshire Hathaway. Art Robinson and Joseph Kaufman advised the intial purchasers, led by Goldman Sachs, JPMorgan Securities and Morgan Stanley, in NBC Universal’s $4bn sale of senior notes. Clients rate the team for its ‘unfailingly prompt’ responses.
Within Capital markets: equity offerings, Simpson Thacher & Bartlett LLP is a first tier firm,
‘Best in class’, Simpson Thacher & Bartlett LLP has a substantial issuer and underwriter practice in terms of equity capital market offerings. The firm has a reputation for work with private equity companies and for issuer clients, and has expertise in IPOs. In July 2010, Joseph Kaufman assisted in an innovative IPO for Kohlberg Kravis Roberts (KKR) on the NYSE; by combining KKR with its publicly traded affiliate KPE for the listing, no new equity proceeds were required for the IPO. Kaufman also advised discount store chain Dollar General, a portfolio company of KKR, in its $824m IPO (the largest retail IPO in 15 years) and in a further $807m secondary offering. Practice head Vincent Pagano is singled out as the ‘ultimate relationship partner- he always meets clients’ needs’. Pagano recently advised PPL Corporation on its concurrent offerings of common stock and equity units for $2.48bn and $1.15bn respectively, the largest equity capital ever raised by a utility company. Joshua Ford Bonnie is rated for his advice to issuers, and advised DynaVox in its $140m IPO in April 2010. On the manager side, Pagano represented the underwriters, including JPMorgan Securities, Barclays Capital, Credit Suisse Securities and Deutsche Bank Securities, regarding energy company EQT Corporation’s $550m offering of common stock. John Ericson also advised the underwriters in a $512m secondary equity offering by pharmaceutical company Warner Chilcott, and Gary Horowitz led in advising the underwriters, including Bank of America Merrill Lynch and Goldman Sachs, in the $419.5m IPO of Symetra Financial. The team receives praise for its ‘high degree of knowledge with respect to the client’s industry’. Avrohom Kess has ‘encyclopaedic knowledge of the rules and regulations’ as well as a ‘pragmatic approach to problem solving’. Joyce Xu made partner in 2010, and brings a focus on equity derivatives to the top level of the team.
Within Capital markets: global offerings, Simpson Thacher & Bartlett LLP is a second tier firm,
Simpson Thacher & Bartlett LLP is highly rated for its knowledge of the ‘legal aspects of public offerings of securities, both in the US and on a cross-border basis’. The firm has a presence in key global locations including London, Hong Kong, Beijing, São Paulo and Tokyo, and is particularly well known for its strength in the Asia region. A recent highlight for the US-based team was Glenn Reiter’s representation of Merrill Lynch and JPMorgan Securities as initial purchasers in the $200m Rule 144A/Reg. S offering of 8.5% non-cumulative fixed and floating rate step-up junior subordinated notes by Banco Internacional del Perú (Interbank). Reiter also advised the underwriters, led by Deutsche Bank, BNP Paribas and HSBC, in América Móvil’s foreign currency denominated debt offering, consisting of €1bn senior notes, €750m senior notes and £650m senior notes; and represented the underwriters in several debt offerings by development bank Kreditanstalt für Wiederaufbau (KfW), totalling $60bn. Elsewhere, Marisa Stavenas advised the initial purchasers, including Citigroup Global Markets and BNP Paribas, in the private offering of a Rule 144A/Reg. S senior notes offering by OI European Group, of aggregate amount €500m.
Within Capital markets: high-yield debt offerings, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP fields a team ‘both strong and deep’, and in 2010 represented clients in high-yield debt deals worth $50bn. A ‘great issuer firm’, it is particularly rated for its private equity work, and excels in providing issuer and manager advice. It advised CHC Helicopter, a Luxembourg portfolio company of First Reserve Corporation, in a $1.1bn Rule 144A/Reg. S offering of 9.250% senior secured first lien notes; assisted Seagate Technology in a $600m offering of senior notes; and represented HCA in a $1.4bn offering of senior secured notes. The team also represented JPMorgan Securities, Banc of America Securities, Credit Suisse Securities, Goldman Sachs and Moelis & Company as initial purchasers of $525m floating rate senior secured notes issued in relation to the restructuring of Reader’s Digest as a post-emergence high-yield debt offering. The firm also advised JPMorgan and the other initial purchasers in a $1.225bn Rule 144A/Reg. S offering of senior notes to refinance debt of Mirant Corporation and RRI Energy. Marisa Stavenas made partner in 2010, and practice head Vince Pagano is singled out for his experience.
Within Corporate restructuring, Simpson Thacher & Bartlett LLP is a second tier firm,
Headed by the ‘phenomenal’ Peter Pantaleo, New York-based white-shoe powerhouse Simpson Thacher & Bartlett LLP effectively knits together its market leading capital markets and ‘unbelievable’ banking expertise with its restructuring prowess to provide an ‘efficient and first-class service’ to a predominantly creditor-facing client base. Particularly accomplished advising senior secured creditors, the firm has recently handled work for both JPMorgan and Citicorp, as senior creditors in the Chrysler and GM insolvencies. In another high-profile mandate, the team handled further work for JPMorgan in its role as agent for MGM Studio’s $4bn senior secured credit facility. Led by the ‘very effective’ Sandeep Qusba, the firm also represented Deutsche Bank, as agent under a $900m senior secured facility, in connection with Station Casino’s Chapter 11 case. Leveraging off its impeccable private equity credentials that include close ties with KKR and Blackstone, the team also handles a raft of work advising on out-of-court work for troubled portfolio companies. The firm’s private equity ties also sees the practice involved in numerous distressed acquisition, such as for a Blackstone-led joint venture on a $1.3bn acquisition of a majority interest in a portfolio of 149 senior living properties. Mark Thompson provides ‘timely and prudent legal advice’ to both banks and funds acquiring troubled companies. In addition to its corporate capabilities, the firm also includes a strong bankruptcy litigation capability both for creditors and debtors across the gamut of matters including disputes over DIP financing facilities, plan confirmation and allegations of fraudulent conveyances. In the firm’s long-running representation of Wachovia in Adelphia’s bankruptcy proceedings, it has been involved in a raft of litigation including representing the bank as a defendant in the subsequent breach of duty fiduciary duty litigation. William Russell was at the forefront of the aforementioned matter and is a highly regarded member of the litigation practice.
Within Financial services: regulatory, Simpson Thacher & Bartlett LLP is a second tier firm,
Although it is more limited in its bandwidth than other firms in the ranking, Simpson Thacher & Bartlett LLP is ‘quite clearly top of the class’ when it comes to financial services M&A. Able to tap into the firm’s fantastic relationships with many of the leading banks and private equity sponsors, including the Carlyle Group, the 15-partner team has been the cornerstone to many of the transactions that have recently been completed in this space. Clients are impressed by the group’s ‘responsiveness and unflappability’, and also praise its ability to appropriately resource matters, noting that ‘staffing is lean where it should be but can be quickly expanded to include more resources or niche expertise’. ‘Calming and authoritative’ team head Lee Meyerson is ‘truly amazing in his depth of knowledge and terrific guidance in the context of bank M&A deals where regulatory issues are a constant challenge’. At the heart of many of the firm’s most challenging mandates, Meyerson recently represented the Bank of Nova Scotia on its $5.6bn acquisition of the banking operations of R-G Premier Bank of Puerto Rico from the FDIC. He also recently completed two transactions on behalf of People’s United Financial on the acquisitions of Smithtown Bancorp and LSB Corporation for an aggregate cost of $156m. Described as a ‘real scrapper’, Maripat Alpuche has a core focus advising financial institutions in their merger activity including his recent work for Wells Fargo & Company on its $4.5bn acquisition of Wachovia Securities Financial Holdings. Also active in capital raisings for financial institutions, Alpuche recently acted for Barclays Capital as underwriter in connection with Fulton Financial Corporation’s $230m public offering of common stock, net proceeds of which were used to redeem the preferred stock Fulton issued to the US Department of Treasury as part of the Treasury’s Capital Purchase Program. Benefiting from an office in Tokyo, the firm also recently advised AIG on the $4.8bn sale of its Japan-based life insurance subsidiaries to Prudential Financial – an important step in AIG’s program to repay US taxpayers.
Within Project finance, Simpson Thacher & Bartlett LLP is a third tier firm,
The practice at Simpson Thacher & Bartlett LLP benefits from the firm’s private equity strength, with a number of active clients (such as The Blackstone Group) operating in the sector. The practice also undertakes a substantial amount of work on the lender side, for major institutions such as BNP Paribas and JP Morgan, and has notable expertise in the renewable energy field, with wind projects a major specialism. The four-partner group, noted for its ‘very solid knowledge base’, is headed by New York’s David Lieberman, who is ‘highly familiar with the technical aspects of financings, is able to compare and contrast with industry precedents, and is skilled at organizing and guiding a disparate lender group’. In the lender arena, the team acted for organizations including Crédit Agricole Corporate Barclays Bank, ING Capital, and Bank of Montreal on the $1.2bn financing for the Terra-Gen wind power project in California; this innovative and complex deal involved the issuance of approximately $580m of 7% pass-through certificates due 2035, a construction bridge facility of $499m and ancillary credit facilities of $127m. It also acted for BNP Paribas, the Bank of Nova Scotia and Union Bank as joint lead arrangers on the financing (consisting of senior secured notes and credit facilities) of the $780m acquisition, by SteelRiver Infrastructure North America, of Peoples Natural Gas Company. On the sponsor side, it advised Blackstone on Transmission Developers’ development of the Champlain-Hudson Power Express, a power line that will bring renewable power to New York and New England; and First Reserve on its joint venture with Sun Edison on the acquisition of up to $825m in current and future solar photovoltaic energy projects in North America and Europe. Standout partners include Lieberman, mentioned above, and Kenneth Wyman.
Within Structured finance , tier 6
Simpson Thacher & Bartlett LLP’s David Eisenberg leads the firm’s New York asset-backed practice in which Laura Palma is also recommended. Recent instructions include representation of Credit Agricole as structuring agent and lender in connection with the implementation of an asset-backed financing facility for Zipcar to finance purchases for its car sharing fleet, and advice to Warner Music Group through the offering of a total $1.1bn in 9.50% senior secured notes. Clients include Hertz Vehicle Financing and SBA Communications.
Industry focus
Within Energy: transaction and regulatory, Simpson Thacher & Bartlett LLP is a third tier firm,
Simpson Thacher & Bartlett LLP’s energy group is most active in mergers and acquisitions, especially in the power space, however it has expanded its breadth of work and is increasingly involved in the natural gas arena for private equity clients. Clients say that the lawyers’ ‘knowledge base is very solid and all team members give good advice’. The firm recently represented an affiliate of The Blackstone Group in its acquisition of Dynegy in a transaction valued at approximately $4.7bn, including the assumption of existing debt. Recent highlights included the representation of Kohlberg Kravis Roberts (KKR) in connection with Shell US E&P Investments’ agreement to acquire subsidiaries that own substantially all of the business of East Resources for cash consideration of $4.7bn from East Resources, KKR and Jefferies & Company. The firm also represented First Reserve in connection with the recently announced $773m acquisition by Crestwood Midstream Partners, a First Reserve portfolio company, of a controlling interest in Quicksilver Gas Services from Quicksilver Resources. New York-based practice head David Lieberman is ‘highly familiar with the technical aspects of financings’ and is ‘skilled and organized’. Brian Chisling is also recommended for his ‘unbeatable knowledge’ on transactional and regulatory matters.
Within Insurance: advice to insurers, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP has a broad-based insurance practice acknowledged by peers as being ‘pre-eminent’ and ‘first rate’. The team, led by Barry Ostrager (‘one of the best lawyers in the country’), represents insurers in complex coverage and reinsurance matters. Signficant matters in 2010 included successfully representing United States Fidelity and Guaranty, and St Paul Fire and Marine Insurance (collectively USF&G) in a matter arising from a substantial settlement in relation to asbestos-related bodily injuries, with American Re (now Munich Reinsurance) and other insurers (part of the Excess Casualty Reinsurance Association (ECRA)) having raised defenses against any payment towards the settlement. The firm also represented Travelers Casualty in opposing Skinner Engine’s reorganization plans (under Chapter 11 of the Bankruptcy Code); the proposed plans would have resulted in payment of underlying asbestos-related claims against Skinner and precluded Travelers from contesting a claimant’s demand for compensation, and the firm successfully protected Travelers by persuading the Bankruptcy Court to convert the Chapter 11 case to one under Chapter 7. New engagements for the firm include representing Swiss Re in defending its contractual rights under a facultative certificate, and AXA-Equitable in connection with reinsurance arbitration against a Bermuda reinsurer. In terms of individuals, New York-based Mary Kay Vyskocil is ‘among the best’, while other ‘standouts’ include Andrew Amer and Lynn Neuner.
Intellectual property
Within Patent litigation: full coverage, tier 5
A ‘quality’ practice of experienced trial lawyers, Simpson Thacher & Bartlett LLP’s IP litigation group, led by New York-based Henry Gutman and George Newcombe in Palo Alto, has an active patent litigation practice. Although also serving pharmaceutical companies such as Daiichi Sankyo, hi-tech names such as Intel, Cisco and Verizon account for the majority of representative clients. The team recently settled a case for Verizon as defendant against plaintiffs seeking over $100m, as well as representing Daiichi Sankyo in a patent term extension case alongside other US and international litigation.
Investment fund formation and management
Within Alternative/hedge funds, tier 4
Simpson Thacher & Bartlett LLP’s ‘private equity practice has no peers’, and the eight-partner team has used this reputation to build a broader private funds practice with expertise on hedge and alternative funds, often representing clients that are subsidiaries, affiliates or spin-offs of its private equity investment clients. The practice’s dual private equity and hedge fund capability means it is ideally placed to advise on hybrid fund structures. It is a heavily sponsor-oriented practice, with key clients in 2010 including Advantage Partners, Blackstone and Primus Pacific Partners, although it also handles investor-side representations for clients such as Citigroup. Defining factors of the team’s success include ‘consistently outstanding work with true experts in the field who make clients their top priority’, which feeds into the high-end nature of the work. Regulatory compliance and restructuring remained a major source of work in 2010, although the end of the year marked a slight increase in M&A work for institutional sponsors. The ‘smart and hardworking’ Michael Wolitzer is considered to be ‘in a class by himself’.
Within Mutual/registered funds, Simpson Thacher & Bartlett LLP is a second tier firm,
Simpson Thacher & Bartlett LLP ‘provides outstanding service for ’40 Act matters’, and ‘thoughtful, constructive and forward-thinking legal and structuring advice’. Clients cite the firm’s ‘longer history and broader global footprints’ as key factors in its gaining a competitive advantage over many other practices. The team handles both sponsor and underwriter representations on public offerings, M&A and regulatory compliance matters. Although there is some concern that reliance on one specialist partner inhibits the practice’s scope, the group works closely with private funds, tax and general capital markets and M&A colleagues, and offers ‘depth within the franchise that enables it to commit a full complement of resources to each transaction’. Highlights for 2010 included advising ClearBridge Energy MLP Fund in connection with its $1.27bn IPO, which was the largest offering of a closed-end fund in the previous three years to June 2010. It also advised Ameriprise on its $1bn purchase of the long-term asset management business of Columbia Management from Bank of America. It has also been advising underwriters on business development company offerings, including Apollo Investment Corporation’s $186m offering of common shares in May 2010. Other clients include the independent trustees of Allianz Funds, Blackstone Asia Advisors, Citigroup Global Markets, Legg Mason Closed-End Funds, and Wells Fargo Securities. Practice head Sarah Cogan is ‘a valuable partner because of her firm grasp of the commercial issues and of the evolving framework of rules and regulations’. Also recommended are the ‘responsive, even-handed’ Andrew Keller and Joseph Kaufman, who gives ‘thoughtful oversight and value-added commentary’.
Within Private equity funds, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP is ‘typically at the top of the list for fund formations matters’, and is roundly considered one of the premier private equity fund practices in the US. Its ‘exceptional service’ arises from ‘an extremely deep talent pool working on fund formation and related matters’, with eight partners focusing on private equity matters. Indeed, clients note that its ‘expertise far exceeds our expectations at every level’, and the practice has amassed one of the most enviable client rosters in the industry, including names such as Blackstone/GSO, KKR, Primus Pacific Partners, Carlyle, Blum Capital and Apax Partners. Highlights for the practice included advising on the formation and closing of First Reserve XII, a $9bn fund making investments into the energy sector, and on Hellman & Friedman Capital Partners VII, which was the largest fund raised in 2009 at $8.8bn of capital commitments. It also advised Blackstone on acquiring a 40% stake in Patria, Brazil’s leading alternative asset manager, giving the longstanding client a strategic foothold. Thomas Bell and Glenn Sarno collectively ‘bring extensive experience and a wide client base which is invaluable in predicting industry movements’, while Jonathan Karen is ‘excellent on fund formation matters’, ‘extremely diligent, executes quickly and is always available’. John Hart is ‘excellent for related tax matters’. New York-based Michael Wolitzer also has a formidable reputation in the private funds space.
Litigation
Within International arbitration, Simpson Thacher & Bartlett LLP is a third tier firm,
Clients describe the international arbitration team at Simpson Thacher & Bartlett LLP as ‘exceptional in all aspects’; the practice has particular expertise in insurance-related disputes. On the sovereign side, it acted for the Dominican Republic achieving a favorable resolution to the first ever investment treaty arbitrations launched against it, as well as a parallel arbitration under the ICC Rules. The backdrop to the disputes was the wave of privatization which swept Latin America in the 1980s and 1990s. The firm also acted as co-counsel for Oil Basins Limited, a Bermuda corporation, in an international arbitration proceeding against the world’s largest mining company BHP Billiton Limited, Esso Australia, and related Australian entities. On October 2010, the latest tribunal issued its award in favor of Oil Basins Limited in the second round of arbitration in this long-running case. Peter Thomas has a ‘formidable international reputation in complex arbitrations’. Robert Smit is also highly regarded.
Within Leading trial lawyers,
Barry Ostrager, Simpson Thacher & Bartlett LLP: Barry Ostrager’s extremely impressive career as a leading trial lawyer has seen him act on over fifty cases that have been successfully tried to verdict, five of which had over $1bn at stake. Clients continue to instruct him on their most critical cases, and recently he has represented Gray Development Group, as plaintiff, in a major dispute against competing real estate developer, Northeast Phoenix Partners. Following a six-week trial, Ostrager and his team secured a $110m unanimous jury verdict for the client; this was one of the largest jury verdicts in Arizona history. Ostrager continues to represent numerous clients in financial services-related disputes. This has included work for Fidelity National Financial, and its subsidiary insurance companies, in fighting 15 class actions across federal courts in 12 states, and representing Aurelius Capital Management and Fir Tree Partners in a fraudulent conveyance lawsuit against MBIA. Other recently clients include Travelers Indemnity Company, Swiss Re and Washington Mutual.
Within Product liability and mass tort defense: consumer products (including tobacco), tier 4
Simpson Thacher & Bartlett LLP is often at the forefront of major cases involving alcohol and tobacco litigation. The group focuses predominantly on high-end work and is increasingly being retained to represent defendants in class actions and other nationwide aggregate litigation, often in the role of national coordinating counsel. Recent examples include acting for Seagram and Heineken in litigation relating to the marketing of alcoholic beverages and its influence on underage consumers in which the firm successfully obtained dismissals of nine putative class actions. It also defended Pinnacle in a high-profile case involving claims that it failed to take appropriate steps to ensure the safety of pot pies it manufactured and sold but the district court granted a motion to dismiss the claims. Other highlights included acting as national coordinating counsel for British American Tobacco (BAT) in tobacco litigation across the US, including serving as trial counsel for the client in key cases and securing BAT’s dismissal from a number of cases. The firm’s most prominent product liability lawyers are Roy Reardon, who is widely admired in the market, and ‘results-focused’ and ‘service-oriented’ practice chair David Ichel. Also recommended are Mary Elizabeth McGarry, Joseph Wayland and head of litigation Barry Ostrager. Each is based in New York.
Within Securities: shareholder litigation, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP has an excellent track record defending major corporate issuers and financial institutions against bet-the-company securities disputes and securities fraud allegations. Primarily working out of New York, the firm has eight partners spending over half of their time on securities-related litigation. Among these, Bruce Angiolillo and Michael Chepiga are particularly well regarded for major class actions, derivative actions and internal investigations. Other litigators, such as Barry Ostrager, benefit from strong followings in the financial services industry, where the firm is currently representing Washington Mutual in connection with federal and state government inquiries and investigations arising out of events that led up to its bankruptcy in 2008, the largest bank failure in American history. The litigations include claims under the Securities Act and Securities Exchange Act, and in 2009 the Western District of Washington dismissed without prejudice all securities fraud claims against the clients, which include former officers of the bank. The firm, which has a considerable private equity client base, successfully defended the Blackstone Group and several senior officers against putative class action litigation arising from the fund’s 2007 IPO. The plaintiffs claimed that Blackstone’s prospectus failed to disclose that certain portfolio companies were underperforming at the time of the IPO, and that certain negative trends might affect the fund’s real estate portfolio. The court dismissed the complaint in its entirety, although this has since gone to appeal.
Media, technology and telecoms
Within Technology: transactions, tier 4
Simpson Thacher & Bartlett LLP’s cross-practice handles multibillion-dollar M&A transactions, divestitures, joint ventures, debt and equity offerings, restructurings, outsourcing and licensing arrangements. Lori E Lesser, who co-heads the East Coast IP transactional practice, represented AOL in its $187.5m sale of ICQ, the leading instant messaging service in Russia and Eastern Europe, to Digital Sky Technologies, and represented AIG in its $4.8bn sale of two Japan-based life insurance subsidiaries to Prudential Financial. Other key clients include Apax Partners, Tommy Hilfiger Group, The Blackstone Group and Pinnacle Foods.
Mergers, acquisitions and buyouts
Within Antitrust, Simpson Thacher & Bartlett LLP is a second tier firm,
Simpson Thacher & Bartlett LLP attracts top-notch clients in a wide range of industries encompassing the full range of antitrust matters from complex multi-jurisdictional mergers to high-stakes litigation and government investigations. The firm’s New York headquarters is increasingly buoyed by an expanding Washington DC presence, with both teams underpinned by a strong presence in London. Recent highlights include successfully representing AdMob in connection with its $750m sale to Google and advising Wyeth regarding its approximately $68bn sale to Pfizer in a cash-and-stock transaction that became one of the largest pharmaceuticals mergers in history. In litigation, the team has notched up several victories for the Fidelity family of title insurance companies and their parent, Fidelity National Financial, in 15 class actions pending in federal courts in 12 states, alleging price-fixing of title insurance rates. The firm is also separately defending KKR and The Blackstone Group in a class action alleging a conspiracy to rig bids, restrict the supply of private equity financing, fix the prices for target companies at artificially low levels and divide up a market for private equity services in leveraged buyouts. The hugely respected Kevin Arquit, a former director of the Bureau of Competition at the FTC, is extremely well known in this practice area and has a history of representing high-profile clients in boundary-defining merger and antitrust litigation.
Within M&A: mega-deals ($5bn+), Simpson Thacher & Bartlett LLP is a second tier firm,
Fielding more than 35 corporate partners with significant M&A experience, and a large group of dedicated, talented and experienced associates working in the area, Simpson Thacher & Bartlett LLP’s M&A group stands out for its breadth of strength in complementary practice areas, including litigation, credit, capital markets, tax, governance and executive compensation and employee benefits. The team’s work involves the representation of M&A participants as purchasers, sellers, lenders and financial advisors, and clients include US and non-US business enterprises, merchant banking and investment banking firms, boards of directors and special board committees. Highlights included representing PPL Corporation in its $7.625bn acquisition of EON US, the acquisition including payments to the seller of approximately $6.7bn and the assumption of $925m of tax-exempt debt, and acting for American International Group in its $4.8bn sale of Japan-based life insurance subsidiaries AIG Star Life Insurance and AIG Edison Life Insurance Company to Prudential Financial. Tyco International was assisted in its cash and stock acquisition of Brink’s Home Security Holdings, now operating as Broadview Security. The practice also represented The Bank of Nova Scotia in connection with the acquisition of the banking operations of R-G Premier Bank of Puerto Rico from the FDIC and assisted L-3 Communications, a leading provider of high technology products, subsystems and systems, in connection with its recently announced acquisition of Insight Technology, a developer and manufacturer of mission critical night vision and electro-optical equipment including laser aiming and illumination devices, laser rangefinders, laser markers and designators, night vision goggles and monoculars, and thermal imaging systems. In the mid-market, the firm acted for Facet Biotech Corporation in its sale to Abbott Laboratories, whereby Abbott acquired Facet for an aggregate cash purchase price of approximately $722m and a net transaction value of approximately $450m. Lee Meyerson heads the M&A group. Meyerson is ‘truly one of the most brilliant and remarkable lawyers I have had the pleasure to have worked with in the past 20 years. His depth of knowledge, understanding of incredibly complex issues, excellent advice and counsel makes deals successful’. Elizabeth Cooper is ‘tireless, always on call, and a superb drafter and deal negotiator’. Peter Martelli was elected a member of the firm, while John Finley left to become a senior managing director and chief legal officer of The Blackstone Group.
Within Private equity buyouts, Simpson Thacher & Bartlett LLP is a first tier firm,
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.
Real estate and construction
Within Real estate, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP’s ‘strong’ four-partner practice completed a wide array of real estate financing deals and portfolio acquisitions during 2010. Based in New York, this ‘great’ team continued to act for longstanding client Blackstone and a number of its affiliates on several significant deals. It represented Hilton Worldwide and affiliates of Blackstone on restructuring the majority of Hilton’s existing debt by converting $2.1bn debt into equity and by purchasing and retiring $1.8bn debt. It advised affiliates of Blackstone on a $2bn deal concerning its agreement to manage Bank of America Merrill Lynch’s Asian real estate assets and to act as the new general partner for the Merrill Lynch Asian Real Estate Opportunity Fund. The firm also represented said affiliates on a joint venture with Emeritus and Columbia Pacific Advisors regarding a $1.3bn acquisition of a majority interest in a portfolio of 149 senior living properties located across 40 US states, as well as on a $500m equity investment in General Growth Properties. Finally, the firm advised on the acquisition of a $1bn mezzanine debt, which was secured against 14 US hotels owned by Columbia Sussex Corporation. The team also acted for The Carlyle Group to recapitalize the existing debt and equity secured against 650 Madison Avenue. Other clients include Morgan Stanley and Northwood Investors. Greg Ressa is highly regarded and is recommended along with Eric Quarfordt, who was promoted to partner in 2010.
Tax
Within Domestic tax: East Coast, Simpson Thacher & Bartlett LLP is a second tier firm,
Simpson Thacher & Bartlett LLP’s New York tax group has ‘impressive technical expertise, which combines with a practical business/deal knowledge – on top of which, it is a pleasure to work with’. The team members work closely with the M&A, private equity and capital markets departments to provide extremely high levels of service. Group chair Steven Todrys has ‘the ability to digest an issue and explain the tax technical and business implications clearly and succinctly – a huge strength’. Gary Mandel, ‘a creative thinker, adept at devising solutions to complex problems’, represented Blackstone Group in several acquisitions, including that of Dynergy, in a $4.7bn deal which included the assumption of existing debt. Nancy Mehlman provided the tax advice to KKR and General Atlantic in the acquisition of Northrop Grumman’s Advisery Services unit for $1.65bn. Other highly commended lawyers include John Hart and Katharine Moir. Practice clients include Intergraph, Warburg Pincus, Lexington Partners and Owens-Illinois.
Within Employee benefits and executive compensation, Simpson Thacher & Bartlett LLP is a first tier firm,
Simpson Thacher & Bartlett LLP’s group is ‘smart, knowledgeable, professional, responsive and accessible’. New York-based Alvin Brown, who is ‘friendly and rapidly understands his clients’ perspective’, chairs the practice.
Within International, tier 5
Simpson Thacher & Bartlett LLP’s New York-based tax group houses the highly rated Robert Holo, who ‘has a broad overall tax knowledge and the ability to render practical advice’. The team recently advised RBS in the sale by RBS Sempra Commodities, a joint venture with Sempra Energy, of its metals, oil and European energy business lines to JPMorgan for a total cash consideration of $1.6bn. Gary Mandel, a ‘creative thinker, adept at devising solutions to complex problems’, assisted Blackstone Group with its investment of ¥1.6bn in eMobile.