The Legal 500

Within Asset finance and leasing, Clifford Chance is a first tier firm,

The asset finance and leasing practice at Clifford Chance is unusually deep, with the team having a wealth of experience acting on significant deals for leasing companies, underwriters, banks, airlines and export credit agencies. The US team has colleagues based in London, Frankfurt, Hong Kong, Singapore and Tokyo, as well as elsewhere in Europe, the Middle East and Asia, making it well positioned for domestic and cross-border asset finance work. Geoffrey White and Zarrar Sehgal ‘both pay great attention to detail, are experts in our industry and are service oriented’; the pair recently advised aircraft-leasing company AWAS on its $600m aircraft-secured note issuance, one of the first such transactions to be made under Rule 144A. John Howitt, one of the co-heads of the practice, advised GECAS on a $1.2bn Ex-Im commitment and other related financing for Boeing aircraft and acted for ILFC on two secured term loans totaling $1.3bn. He also advised Milestone Aviation Group on its $500m initial equity capital raising for a new multinational leasing company with a point of difference in that it focuses on the helicopter and corporate jet markets. Sehgal also has strong relationships with a number of big-ticket clients such as Babcock & Brown Aircraft Management LLC, for which he acted on the formation of a collective investment vehicle. Other clients include Citibank, Credit Agricole and Emirates.

Within Capital markets: debt offerings, tier 4

Clifford Chance has a wealth of experience in debt offerings, and a substantial high-yield debt capability. Clients rate the ‘excellent service’ and ‘committed, supportive and attentive’ team members. The firm has an excellent track record in advising managers of debt offerings by clients in the real estate, healthcare, hospitality and financial services sectors. Practice co-head Alex Camacho recently led a team in advising Citibank and JPMorgan as the initial purchasers of a $600m senior unsecured noteS offering by Aviation Capital Group Corporation. Alongside Camacho is co-head Jay Bernstein, who represented Banc of America Securities regarding the issuance of 8.00% senior convertible notes by Alexandria Real Estate Equities. Tony Lopez advised JPMorgan Securities, Morgan Stanley and Wells Fargo Securities regarding the $250m 6.75% senior notes public offering by Duke Realty Partnership. Gary Brooks and Evan Cohen are highly recommended and are part of a ‘hands-on and very experienced’ team.

Within Capital markets: equity offerings, Clifford Chance is a third tier firm,

‘Outstanding to work with’, Clifford Chance has expertise in advising clients from sectors including real estate, healthcare and finance. The ‘incredibly creative and knowledgeable’ group has ‘very, very deep bench strength’ at both partner and associate level. It recently handled several IPOs in the REIT arena. Jay Bernstein, who ‘thinks outside the box’, together with the ‘sharp and knowledgeable’ Andrew Epstein, recently advised Apollo Commercial Real Estate Finance on its $100m IPO and listing on the NYSE and in a $100m follow-on offering, while Kathleen Werner advised Carey Watermark Investors on its IPO to raise $1bn. Larry Medvinsky and Jason Myers advised DLC Capital Management in a proposed $400m public offering and roll-up of its $1bn real estate portfolio. Elsewhere, the team provided advice to healthcare facilities company Cogdell Spencer in connection with a $45.5m common stock offering and a $40m common stock offering, in April 2010 and August 2010 respectively. Advising the managers, the team represented JPMorgan and Deutsche Bank Securities on the $150m IPO of Chesapeake Lodging Trust. Singled out from in the ‘securities law dream team’ are Alex Camacho, who is ‘a pleasure to work with’, and Per Chilstrom, who is ‘on top of all the details’, while associate Brian Hirshberg has ‘great interpersonal skills’. Clients particularly value the team’s ‘24/7 availability’, and have ‘complete confidence’ in its advice.

Within Capital markets: global offerings, Clifford Chance is a second tier firm,

Clifford Chance has a very active global offerings practice, advising clients in both debt and equity transactions across jurisdictions including Asia and Latin America. Known for its ‘technical skills and large experience’, the firm is ‘at the forefront of international deals’. Notable debt highlights included advising Banco Bradesco on a $1.1bn 5.9% subordinated notes offering, a transaction led by Anthony Oldfield, who is based between São Paulo and New York and counts TAM Capital 2, Itaú Europa and Banco Cruzeiro do Sul as clients. ‘Willing to cope with any challenge’, Jonathan Zonis advised BB Securities, Banco Votorantim, Deutsche Bank Securities, JPMorgan Securities, Banco Espírito Santo de Investimento and Banco Votorantim Securities as managers in connection with Banco do Brasil’s $450m notes offering under its $5bn global MTN program. On the issuer side, Tony Lopez led in providing advice to AWAS Aviation Capital Limited on a $600m offering of senior secured notes and subsequent listing of the notes on the Global Exchange Market of the Irish Stock Exchange. In equity work, Jonathan Zonis, assisted by the São Paulo team, advised Banco Santander and Bank of America Merrill Lynch as underwriters of Renova Energia’s $85m IPO, the first renewable energy company to publicly list on the Bovespa Stock Exchange. Zonis also assisted in advising Banco do Brasil in a $5.42bn equity deal, one of the largest in the Latin America region.

Within Capital markets: high-yield debt offerings, Clifford Chance is a third tier firm,

Providing an ‘excellent level of service’, Clifford Chance advises on key mandates in the high-yield debt area, handling over $5bn worth of transactions in 2010. Calling on the strengths of its leveraged finance team, the firm advises both issuers and managers. Praised for his ‘knowledge, responsiveness and commitment’, Gary Brooks advised Provident Funding Associates regarding a $400m 10.25% senior secured notes offering, and also advised International Lease Finance Corporation regarding its $3.9bn high-yield senior secured notes offering. In a particularly innovative financing-related offering, Alex Camacho, together with Tony Lopez and Per Chilstrom, advised RDS Ultra-Deepwater in a $270m Rule 144A second-lien high-yield notes offering as part of its financing for the production of a sixth-generation deepwater drilling rig. Chilstrom is singled out for his ‘exceptional technical and research skills’. Representing the underwriters, the team advised Credit Suisse and Morgan Stanley in connection with the issue of $300m 8.875% senior guaranteed notes by Grupo Papelero Scribe in March 2010. Camacho also advised Deutsche Bank on Mexican homebuilder Urbi Desarrollos Urbanos’ $150m 8.50% senior guaranteed notes offering and $300m senior guaranteed notes offering. Jonathan Zonis has ‘strong knowledge of the business environment’, and Jay Bernstein is highly recommended.

Within Corporate restructuring, tier 6

With only four dedicated restructuring partners to call on, Clifford Chance’s US capability is smaller than the majority of rival firms. However, the fact that it regularly appears in some of the largest national and global bankruptcies is testament to the esteem with which it is held with by financial institutions, who see it as a ‘safe pair of hands’ to handle some often very complex work. While the New York team is by no means merely a support service to the firm’s wider global network and does generate a good deal of instructions itself, the immense international footprint possessed by the firm is a tremendous selling point to clients who seek a one-stop-shop service on cross-border mandates. The firm’s work on the Lehman Brothers insolvency is emblematic of this approach, indeed Jennifer DeMarco is representing numerous financial institutions with exposures to the insolvent investment bank, including HSBC and the Dexia Group. DeMarco is an integral member of the department and also recently acted for Bennett Management as a creditor of and potential bidder for the assets of Idearc in its Chapter 11 case. Department head Andrew Brozman is also well regarded in the industry, and as well as continuing to represent Credit Agricole globally in connection with its various exposures to Lehman Brothers, is also advising RBS and JPMorgan in the Chapter 11 cases of Capmark Financial Group. Other clients include BNP Paribas, UBS, KfW Bankengruppe and Pacific Investment Management Company.

Within Project finance, Clifford Chance is a third tier firm,

Clifford Chance maintains a five-partner practice based in Washington DC that is is ‘excellent on all fronts’. It benefits from the firm’s extensive network of international offices and bases, and has been building its profile as a genuine US concern, while remaining very active in international transactions. Advising across a range of developments (including energy, coal, gas, renewables and transport infrastructure), it maintains a good balance between lender and sponsor clients, with notable names including the Department of Energy and the Inter-American Development Bank. The team is acting for the former on programmatic and transactional issues relating to its loan guarantee program, including advising on structuring projects under the loan program and regulatory issues, and acting as transactional counsel. The very active Fabricio Longhin advised AEI as sponsor on the development of a $350m, 300MW coal-fired project in Guatemala, with funding provided by the Central American Bank for Economic Integration, Bancolombia and several other Latin American banks. On the lender side, the team assisted a consortium of 13 finance organisations, led by International Finance Corporation, on the $375m financing of the 250MW Eurus wind farm project in Mexico; and a consortium of leading banks on a $700m financing for Northern Capital Gateway, to finance the refurbishment of the existing terminal and construct a new one at Pulkovo Airport, St Petersburg, Russia. It also advised IDB and OPIC on the $180m financing for the development, construction and operation of Phases I and II of the expansion and upgrade of the Juan Santamaría International Airport in Costa Rica. Recommended partners include David Evans, Christopher McIsaac and Lori Bean, who all have ‘great attention to detail’.

Within Structured finance , Clifford Chance is a second tier firm,

Clifford Chance’s New York-based Americas structured capital markets group advises in all types of complex, high-value structured and securitized products, derivatives, and increasingly regulation, both in the US and globally. Market dislocations of recent years have seen demand move away from commoditized product servicing to complex restructuring and this has stimulated the group’s penetration in real estate-related financing, particularly CMBS. Clients note that ‘other firms are not so fast in response nor so qualified’, the firm provides ‘good value for money given the level of partner involvement’. Gareth Old, ‘an extremely hard worker, with prolific and efficient output – very much in the driving seat in meetings’, and who previously worked in the firm’s offices in London, Hong Kong and Frankfurt, was appointed partner in May 2010, bring the talent on offer to six partners and 17 assistant lawyers. In recent instructions, head of group Steven Kolyer advised Citigroup in its auction sale of a senior mortgage loan and two mezzanine loans totaling $340m and secured by 26 industrial properties, and Frederick Utley assisted Ambac UK on the workout of its largest exposure, Ballantyne Re, an insurance securitization. Clients comment that Lewis Cohen is ‘distinguished by his depth of knowledge and understanding of big-picture issues’ in complex securitization, and David Yeres is ‘an excellent lawyer; highly specialized in derivatives and transactions in financial markets’. Also recommended are Donald Carden, David Felsenthal, Robert Villani and Edgard Alvarez. Clients in a blue-chip list include Perella Weinberg Partners, New Oak Capital, Munich Re and Deutsche Bank.

Within Private equity funds, tier 4

Clifford Chance’s global footprint is a key contributory factor in its success in private equity fund formation. Its New York office is a cornerstone of this strategy, working alongside teams in Europe and Asia to provide ‘seamlessly responsive and knowledgeable’ investment management advice to LP and GP clients. The firm acts for Bank of America Merrill Lynch, Zurich Alternative Asset Management, Partners Group, BlackRock and the International Finance Corporation. The emerging markets were a strong focus in 2010, and the group advised EW India Special Assets Fund – a Mauritius fund investing in distressed assets and companies in India – on US tax and structuring. It also acted for Bank of America Merrill Lynch on selling its Asian real estate fund and investment management business to Blackstone; advised AIG Global Investments on the proposed sale of its general partner interest in AIG’s $850m Asia fund to Invesco; and advised Partners Group on acquiring 150 interests in private equity funds through direct and secondary transactions. The firm also advised Bank of America Merrill Lynch on the settlement of claims by fund investors. Three partners specialize in private equity funds and, although ‘the service is expensive, it is also huge value for money’. In particular, Roger Singer is ‘superb for fund formation’.

Within Real estate investment trusts (REITs), Clifford Chance is a first tier firm,

Clifford Chance’s ‘client-oriented service’ and ‘deep knowledge of the REIT industry that covers both the mortgage and equity side’ kept its REITs lawyers busy throughout the global financial crisis. This balanced practice fields 14 partners focusing on real estate capital markets work and its client base encompasses most major banks active in the REIT marketplace – among them Alesco, Deutsche Bank and Invesco – as well as more than 40 active issuer clients such as Kite Realty and Prospect Capital. 2010 saw the team continue to be highly active on capital markets transactions, including advising various investment banks including Bank of America Merrill Lynch, Deutsche Bank, Morgan Stanley, Goldman Sachs and UBS on multiple issuances of common stock by Hersha. In a reflection of the market’s interest in sector-specific vehicles, it also advised Carey Watermark Investors on its $1bn IPO. Although re-equitization was the dominant trend in 2009 and into 2010, the team was also engaged in a number of IPOs, including advising the underwriters – Credit Suisse, Wells Fargo Securities and Citigroup – on Pacific Office Properties Trust’s IPO. REIT capital markets expert Jay Bernstein chairs the corporate finance practice, and is ably assisted by Larry Medvinsky, Kathleen Werner and Andrew Epstein. Jason Myers was promoted to counsel.

Within White-collar criminal defense , tier 8

Although it has been depleted by a number of high-profile departures in recent years, Clifford Chance still has a ‘strong group’ based out of Washington DC that is part of a wider global team which excels in cross-border mandates. Able to tap into the resources provided by this legal leviathan and regularly fed a significant pipeline of work from its corporate and finance groups, the practice is regularly engaged by banks and corporates in relation to alleged breaches of securities laws, mis-selling, market abuse and money laundering, amongst other financial crimes. Juan Morillo and Steven Cottreau have a ‘great understanding of the different legal systems and are great negotiators’.

Within M&A: large deals ($1bn-5bn), Clifford Chance is a third tier firm,

Baker Botts L.L.P.’s long-standing position as principal legal counsel to companies in the energy sector has led to it having a major role in the restructuring of various parts of that sector of American business. In 2010, the firm worked on more than 50 publicly disclosed deals, collectively totaling more than $70bn. The team was counsel to East Resources, a Pennsylvania-based independent oil and gas producer and one of the most active explorers in the Marcellus Shale, when it signed a definitive agreement, along with its private equity investor Kohlberg Kravis Roberts & Company, to sell the company’s business to a subsidiary of Royal Dutch Shell for a cash consideration of $4.7bn. The firm also advised MarinerMariner Energy in its merger agreement with Apache Corporation, pursuant to which Apache would acquire Mariner in a transaction valued at approximately $3.9bn. The practice worked on several transactions in 2010 in excess of $5bn, including the representation of the conflicts committee of Williams Partners in a $12bn restructuring of The Williams Companies to acquire Williams’ Gas Pipeline and Midstream Gas and Liquids business segments, and advising Schlumberger in the acquisition of Smith International in an all-stock transaction valued at $11.34bn, the merger widening Schlumberger’s lead as the world’s largest oilfield services company based on revenue and market capitalization. Houston-based David Kirkland and Doug Rayburn in Dallas are the firm-wide corporate deputy chairs. Recently, Sean Wheeler, a partner in the Houston office, left to join Latham & Watkins LLP and Dallas partner Soren Lindstrom departed to join K&L Gates. David Monk withdrew from the firm to join Dallas-based software company, RealPage, as senior vice president and deputy general counsel.

Within Real estate, tier 4

Douglas Wisner joined Clifford Chance from Mayer Brown as the new head of the firm’s ‘excellent’ real estate group. The 21-partner team comprises attorneys with expertise in “dirt law”, structured capital markets and tax. The highly regarded Ness Cohen, Steve Kolyer, Lee Askenazi and Keridy Crook represented Citigroup on disposing of three tranches of a mortgage and mezzanine loan encumbering 26 industrial properties and totaling $340m. Cohen advised a real estate opportunity fund on a transaction relating to 54 grocery-anchored shopping centers across the US, and also represented Morgan Stanley regarding Anthracite Capital’s Chapter 7 liquidation filing. Larry Medvinsky and Richard Catalano advised Bank of America Merrill Lynch, Wells Fargo Securities and BB&T Capital Markets on Tanger Properties LP’s $300m notes offering. The team represented NorthStar Realty Finance on its $1.1bn acquisition of CapitalSource Real Estate Trust. Jay Bernstein is highly regarded and is an ‘excellent communicator’.

Within Domestic tax: East Coast, Clifford Chance is a third tier firm,

Clifford Chance’s penetration of the US domestic tax market is somewhat constrained by the New York group’s small size, and by the large number of international transactions generated by the global network. The 18-strong team provides ‘excellent service from tax experts who always respond quickly’. In recent domestic matters, Christopher Roman advised Hearst in connection with the estimated $375m acquisition of digital marketing firm iCrossing, and Donald Carden represented US REIT Northstar Financial in connection with its participation in a joint venture to purchase CDO debt. Philip Wagman advises E*TRADE on tax matters. Clients include Colony Financial, Legacy Healthcare and Gramercy Capital.

Within Employee benefits and executive compensation, tier 4

Clifford Chance’s New York-based six-fee-earner compensation and benefits tax practice ‘compares well to other firms’, and works closely across the global network, frequently joining multi-disciplinary teams servicing the firm’s strong following of international corporations. Specific expertise in the US practice group includes the tax aspects of ERISA, stock ownership, benefits and profit-sharing schemes. Jeffrey Lieberman, who ‘provides good quality service’, provided the benefits and compensation advice when the firm assisted in the structuring of a new multinational aircraft leasing company, Milestone Aviation Group. Clients of the group include DLC Realty, Permira and Momentive.

Within Financial products, Clifford Chance is a second tier firm,

Clifford Chance’s New York financial product tax attorneys are ‘skilled and inventive, and try and think outside of the box – and are pro-taxpayer’. The global reach of the firm provides an edge in cross-border instructions, particularly in UK and European assignments. Richard Catalano heads the group. Avrohom Gelber provided tax advice in relation to the first investment grade sukuk for a US corporate, when a General Electric Capital subsidiary issued a $500m sukuk backed by interests in a portfolio of aircraft and rental payments aircraft leases. Donald Carden, ‘an excellent tax lawyer who has worked with us on numerous highly complex and technical matters’, advised the purchaser on the US tax aspects of the acquisition of $1.1bn of deeply distressed collateralized debt obligation (CDO) assets, an assignment which required the implementation of an innovative holding structure to achieve tax efficiency. Clients include Merrill Lynch, Morgan Stanley, Invesco, Barclays, JPMorgan Chase Bank, Standard & Poors and Citigroup.

Within International, Clifford Chance is a second tier firm,

Clifford Chance’s New York-centered tax practice is rather smaller than the other leading firms but the international tax service on offer benefits from close and efficient working with teams in other centers in Europe, Asia and the Middle East. Expertise on offer includes transactional advice, private equity, REITs and, increasingly, in international tax planning for global financial services and insurance corporations. Donald Carden is ‘an excellent tax lawyer for complex and highly technical matters’. In a representative recent instruction, Philip Wagman advised Braskem on its acquisition of a chemical business from Sunoco, the first purchase by a Brazilian headquartered multinational of a US operations business. Avrohom Gelber advises in many of the group’s international capital market assignments; Gelber has represented issuers and underwriters in connection with numerous sovereign-debt issuances, including offerings for the Albania, Croatia and Malaysia. Also recommended are David Moldenhauer, Richard Catalano and Christopher Roman. International tax clients include Bank of Nova Scotia, Hertz, Permira and Commerzbank.