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Capital markets: debt offerings in United States

Akin Gump Strauss Hauer & Feld LLP

Akin Gump Strauss Hauer & Feld LLP fields a well-rounded DCM practice, principally from its offices in New York, Houston and Dallas. It remains strongly wedded to the energy sector, which provided an impressive series of big-ticket engagements in 2020; though it has become a much more diversified practice over recent years, underpinned by the growth of the New York office. The firm is active in the investment grade and high-yield debt spaces, with a greater flow in the high-yield arena; it has a large number of funds and investor clients, including hedge funds and private equity houses. Much of the team's activity centered on refinancings during 2020, given greater impetus by the firm's prominent financial restructuring practice, with further growth in acquisition finance-related transactions leading into 2021. Houston partner John Goodgame is global co-head of the corporate group and has an excellent record in big-ticket energy sector offerings; New York's Rosa Testani has senior-level expertise in multiple industries; and Dallas-based Garrett DeVries and Seth Molay are also prominent names, the latter especially in the high-yield debt space.

Practice head(s):

John Goodgame; Garrett DeVries; Rosa Testani

Other key lawyers:

Seth Molay

Key clients

EOG Resources, Inc. [NYSE: EOG]

Genesis Energy, L.P. [NYSE: GEL]

Laredo Petroleum, Inc. [NYSE: LPI]

Diamondback Energy, Inc. [NASDAQ: FANG]

Viper Energy Partners LP [NASDAQ: VNOM]

LifePoint Health

Rattler Midstream, LP [NASDAQ: RTLR]

An Ad Hoc Group of Bondholders of CSI Compressco LP (the “CSI Compressco Ad Hoc Group”) [NASDAQ: CCLP]

Alliance Data Systems [NYSE: ADS]

U.S. Concrete, Inc. [NASDAQ: USCR]

Cinemark USA, Inc. [NYSE: CNK]

Martin Midstream Partners L.P. [NASDAQ: MMLP]

Work highlights

  • Advised EOG Resources on two $750m senior notes offerings.
  • Advised Laredo Petroleum on a series of securities transactions, cumulatively valued at $1.8bn.

Arnold & Porter

Arnold & Porter is best known for its expertise in sovereign debt offerings, notably by sovereigns in Latin America, Turkey and elsewhere. The firm also advises a range of domestic and international issuers on major transactions, in the life sciences, healthcare, technology and financial services sectors, among others. Moreover, many of the key team members have extensive SEC and stock market regulatory expertise. Christopher Peterson co-heads the capital markets group from New York, and has an impressive record in representing US and international corporate and sovereign issuers in debt and equity offerings. San Francisco's Teresa Johnson co-heads the team with Peterson, while Washington DC partner Whitney Debevoise has a virtually unrivaled record in representing sovereign and sub-sovereign issuers in Latin America and elsewhere.

Practice head(s):

Christopher Peterson; Teresa Johnson

Other key lawyers:

Whitney Debevoise; Gregory Harrington; Robert Azarow

Baker Botts L.L.P.

Baker Botts L.L.P.'s capital markets practice is integral to the firm's wider focus on the oil and gas sector, where it has a solid record in both issuer and underwriter engagements. The firm has an especially strong standing in offerings by MLPs and oilfield services companies. Senior Houston partner Joshua Davidson is a top name in the oil and gas sector and frequent advisor to underwriters; he remains the firm's most prominent capital markets specialist. Justin Hoffman is a name to note on the more junior end of the partnership; he also has close connections to oil and gas businesses and a number of key underwriters.

Practice head(s):

Mike Bengtson; Joshua Davidson

Other key lawyers:

Justin Hoffman

Bracewell LLP

Bracewell LLP continues to impress in oil and gas, power and community banking sector offerings. Much of the practice is driven from the firm's Houston headquarters with additional expertise in its growing New York office. William Anderson and Charles Still lead the team from Houston, where Troy Harder is another key partner. Energy finance specialists Todd Eckland  and Catherine Hood  are developing the firm's presence in New York, having helped to build a solid flow of engagements from underwriters; both joined the firm from Pillsbury Winthrop Shaw Pittman, LLP in 2019.

Practice head(s):

William Anderson; Charles Still

Other key lawyers:

Troy Harder; Catherine Hood; Todd Eckland

Key clients

Apache Corporation

EOG Resources

Ferrellgas L.P.

Gray Oak Pipeline, LLC

Kentucky Utilities Company

Kinder Morgan

Phillips 66

Sysco Corporation

Tennessee Gas Pipeline Company, L.L.C.

Textron Inc.

The lead underwriters for Tucson Electric Power Company

The underwriters for DTE Energy Company

Underwriters for Darden Restaurant, Inc., including Goldman Sachs & Co. LLC and BofA Securities

Underwriters for DTE Electric Company, including Barclays Capital, Scotia Capital and JP Morgan

Underwriters for Evergy Kansas Central, Inc., including MUFG, US Bancorp and Wells Fargo Securities

Veritex Holdings, Inc.

Work highlights

  • Advised Sysco Corporation on several offerings including a $1.4bn senior notes offering and a $1bn offering of senior notes.
  • Represented Tennessee Gas Pipeline Company in its offering of $1bn of senior notes.
  • Advised Textron on the public offering of $650m of its notes during market volatility.

Cahill Gordon & Reindel LLP

Cahill Gordon & Reindel LLP is the clear market leader in high-yield debt on the underwriter/manager side, though its credentials extend far beyond the high-yield segment. The firm has advised the underwriters on a series of headline investment grade bond offerings by top-tier corporate issuers; this includes a series of multibillion-dollar transactions in the TMT sector. Further, it advised the initial purchasers on an investment grade financing totaling $2.25bn issued by Dell Technologies. The firm is naturally active in the intersection between high-yield and investment grade, and often advises on deals by issuers that have large capital structures, requiring a variety of debt offerings. Moreover, the firm's formidable bank lending practice provides a complementary offering to its DCM practice. The large team features a number of highly-skilled and versatile partners, including Douglas HorowitzWilliam MillerCorey Wright and Marc Lashbrook.

Other key lawyers:

Douglas Horowitz; William Miller; Corey Wright; Marc Lashbrook  

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton has a leading presence in the debt offerings space, and is noted in particular for its experience of complex and esoteric transactions and ESG-related issuances. It has a premier issuer and sponsor client base, backed by a solid flow of underwriter engagements, often serving as designated underwriter's counsel for a number of corporate issuers. In the ESG space, it represented Alphabet, the parent company of Google, in its first-ever sustainability bond, a $5.75bn issuance as part of a larger $10bn SEC-registered notes offering. The firm's extensive client base features a range of financial institutions, including banks, insurers and asset managers. It is also active in the tech sector, despite lacking a presence on the West Coast. Another area of expertise is sovereign and sub-sovereign offerings, particularly those originating from Latin America. Jeffrey Karpf is a market leader, noted for his expertise in big-ticket and complex offerings. David Lopez also has a tremendous record with high-profile issuers, including Starbucks and Verizon. Francesca Odell is best known for her work in Latin America, but is increasingly active in domestic offerings.

Other key lawyers:

Jeffrey Karpf; David Lopez; Francesca Odell; Craig Brod;

Key clients

Alphabet

Citigroup

The Hartford

HCA

Honeywell

J.P. Morgan

Liberty Mutual

Lowe’s

OpenText

Ontario Teachers

Petrobras

Starbucks Corporation

Verizon

Work highlights

  • Represented Alphabet, the parent company of Google, in its first sustainability bond; the $5.75bn sustainability bonds issuance was part of an aggregate $10bn SEC-registered notes offering.
  • Represented Starbucks in two SEC-registered offerings consisting of multiple series of notes with an aggregate value of $4.75bn.
  • Advised Verizon on multiple debt offerings and liability management transactions with a total value of approximately $5.3bn.

Clifford Chance

Clifford Chance's DCM practice stands out in REIT deals and Latin America-originated offerings, including those by sovereign and sub-sovereign issuers. The New York-based team has worked on a series of headline debt offerings by Latin America issuers, including advising four Panamanian subsidiaries of The AES Corporation on the refinancing of an aggregate $1.48bn in existing debt and capital expenditures, which involved the issue $1.38bn worth of 10-year notes. Andrew Epstein and Kathleen Werner are the key names in the REIT offering space, while Jonathan Zonis and Hugo Triaca are recommended for Latin America deals.

Practice head(s):

Jonathan Zonis; Kathleen Werner

Other key lawyers:

Andrew Epstein; Hugo Triaca

Key clients

Alexandria Real Estate Equities

Ready Capital Corporation

Empresas Públicas de Medellín E.S.P.

AES Panama Generation Holdings S.R.L.

Goldman Sachs International

iStar, Inc.

Government of Costa Rica

Argentine Creditor Committee

Wells Fargo Securities

HSBC Securities (USA)

Work highlights

  • Advised four Panamanian subsidiaries of The AES Corporation, a US Fortune 500 power company, on the refinancing of an aggregate $1.48bn in existing debt and capital expenditures.
  • Represented the Republic of Costa Rica on a dual-tranche notes offerings of $1.2bn and $300m.
  • Advised Wells Fargo Securities as representative of the initial purchasers, on Fidelis Insurance Holdings’ debut $300m senior notes issuance.

Covington & Burling LLP

Covington & Burling LLP's focus on life sciences and financial institutions has provided the basis for a flourishing capital markets practice. New York partner and co-chair of the capital markets group Chris Decresce is a major player in financial services sector offerings. Washington DC's Kerry Burke, the vice-chair of the corporate team, is another notable name. Former capital markets department head and life sciences specialist Donald Murray moved into a senior counsel role. Another key life sciences specialist Eric Blanchard left for Cooley LLP in 2020.

Practice head(s):

Brian Rosenzweig; Chris DeCresce

Other key lawyers:

Kerry Burke; David Martin

Testimonials

‘I rate its knowledge of the life sciences sector and its practices, it’s availability, and the friendliness of the team.’

‘The collaborative spirit of the team and the pleasure they seem to take in working together.’

‘Outstanding team. Deep bench. Strong SEC experience. One of the best kept secrets.’

Kerry Burke and Brian Rosenzweig are amazing. Also David Martin is a tremendous resource. They have strong associates.’

Key clients

Keefe Bruyette & Woods

Origin Bancorp

Veritex Holdings Inc

Morgan Stanley

Raymond James

Stephens, Inc

TriState Capital Holdings Inc

BioNTech SE

Horizon Discovery plc

Avnet, Inc.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP is consistently recognized at the top of the table in the DCM space, where it maintains a market-leading profile with issuers and underwriters. The firm has continued to win a steady pipeline of convertible debt engagements, in particular, a large part of the practice being associated with M&A and spin-off transactions. Further, in 2020, the team saw a significant uptick in refinancing-linked issuances in the media and entertainment, natural resources, and travel and hospitality sectors. Investment grade notes and exchangeable bonds are also strong features of the practice. Its client list includes some of the biggest-name corporate issuers and underwriters in the market. Craig Arcella and Andrew Pitts are two of the most prolific DCM practitioners in the high-end and complex transactions segment. Stephen Burns and William Fogg are also recommended. Scott Bennett and Johnny Skumpija are rising names, while Nicholas Dorsey has emerged as a strong talent, leading the team that advised The Walt Disney Company on three registered notes offerings totaling some $18bn and its debt exchange offer totaling up to $14bn.

Practice head(s):

Stephen Burns; William Fogg; Craig Arcella; Andrew Pitts

Other key lawyers:

Scott Bennett; Johnny Skumpija; Nicholas Dorsey 

Testimonials

‘Nick Dorsey and the team were very knowledgeable and have significant experience in the complex nature of the offerings that we have undertaken over the past years. We have not worked with US firms previously that were this knowledgeable on some very complex org structure, M&A and disclosure issues.’

‘Nick Dorsey is incredibly smart and down to earth. Very easy to work with and accomplished all tasks on deadlines set forth.’

Key clients

Mylan

Nestle

Northrop Grumman

Qualcomm

The Walt Disney Company

Bank of America

Citi

Credit Suisse

JPMorgan

Wells Fargo

Work highlights

  • Represented The Walt Disney Company, a diversified worldwide entertainment company, in three registered notes offerings totaling approximately $18bn and its debt exchange offer totaling up to $14bn.
  • Represented the underwriters in the $7.5bn registered notes offering of Johnson & Johnson, proceeds of which were used to finance the acquisition of Momenta.
  • Represented Booking Holdings Inc. in its $3.25bn registered senior notes offering and its concurrent $862.5m 144A convertible senior notes offering.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP is a dominant global force in the capital markets space, across all product areas. The firm has remained at the forefront of investment grade debt, both in global bonds and US corporate debt, being equally strong in issuer- and manager-side engagements. In 2020, it advised on a huge number of offerings by Fortune 500 investment grade issuers. It also represented Exxon Mobil in a series of SEC-registered notes offerings, totaling some $23.3bn in 2020, including the first investment grade offering after the outbreak of the Covid-19 pandemic. Also in the recent review period, the team advised the underwriters on AbbVie's $30bn senior notes offering in November 2019. Michael KaplanByron RooneyRichard Truesdell and Bruce Dallas are among the leading practitioners in the market. John Meade and Alan Denenberg are also names to note.

Other key lawyers:

Michael Kaplan; Byron Rooney; John Meade; Bruce Dallas; Richard Truesdell; Alan Denenberg

Debevoise & Plimpton LLP

Debevoise & Plimpton LLP has a highly rated DCM practice, particularly on the issuer side. Much of the practice is linked to financial institutions and insurers, and is also driven by the firm's numerous private equity sponsor clients and their portfolio companies. It also has a more than respectable underwriter-oriented practice. Co-head of the capital markets group Matthew Kaplan has an extensive record in debt offerings, acting for a range of corporate issuers, private equity firms and underwriters. Fellow co-head of the group Steven Slutzky is also noted for investment grade and high-yield debt offerings. Peter Loughran and Paul Rodel are also leading DCM practitioners, both enjoying strong reputations in US and global offerings.

Practice head(s):

Matthew Kaplan; Steven Slutzky

Other key lawyers:

Peter Loughran; Paul Rodel; Eric Juergens 

Key clients

Warner Music Group Corp.

Alaska Air Group, Inc.

AXA, SA

Bank of America

Brighthouse Financial, Inc.

Global Atlantic Financial Group, Ltd.

Globo Comunicação e Participações S.A.

Goldman Sachs & Co

Morgan Stanley & Co, LLC

Spirit Airlines

Teachers Insurance and Annuity Association of America (TIAA)

The Carlyle Group

Westpac Banking Corp

Principal Financial Group

JetBlue Airways

Clayton Dubilier & Rice, LLC

Gogo Inc.

Core & Main LP

HarbourVest Partners

The Guardian Life Insurance Company of America

Work highlights

  • Represented Westpac Banking Corporation in its SEC registered offer and sale of $1.5bn subordinated notes due 2035 and $1bn subordinated notes due 2040, which qualified for Tier 2 regulatory capital treatment.
  • Represented Teachers Insurance and Annuity Association of America in its $1.25bn offering of surplus notes due 2050.
  • Represented the Guardian Life Insurance Company of America in several debt offerings with an aggregate value of $1.1bn.

Dechert LLP

Dechert LLP has core strengths in debt offerings by life sciences businesses, permanent capital vehicles and business development companies. The firm is also active in cross-border and global offerings, particularly those originating from Latin America. Boston managing partner Thomas Friedmann is co-head of corporate finance and capital markets, and has a solid record in permanent capital offerings, as does Jay Alicandri in New York. Howard Kleinman (also in New York) is recommended for Latin America debt offerings.

Practice head(s):

Thomas Friedmann; David Rosenthal

Other key lawyers:

Ian Hartman; Matthew Carter; Eric Siegel

Key clients

B&G Foods

Bain Capital Specialty Finance

Blackstone

Business Development Company of America

Diffusion Therapeutics

EaglePoint Credit Company

FS Investment Corporation

Golub Capital BDC, Inc.

Griffon Corporation

Hercules Capital

Horizon Technology Finance

Main Street Capital Corporation

PennantPark Investment Corporation/PennantPark Floating Rate Capital

Piper Sandler

Raymond James

Stifel

TriplePoint Capital

WhiteHorse Finance

Work highlights

  • Advised Blackstone / GSO Secured Lending Fund on multiple issuances of unsecured notes
  • Advised WhiteHorse Finance on a private offering of $40m aggregate principal amount of its senior notes.
  • Represented Griffon Corporation in its private placement of $150m aggregate principal amount of additional senior notes.

Faegre Drinker Biddle & Reath LLP

Faegre Drinker Biddle & Reath LLP continues to represent a number of high-profile issuers that regularly tap the debt markets. Unique among its competitors in these rankings, the team is primarily located in Minneapolis, where Dawn Holicky Pruitt routinely represents Wells Fargo in multiple high-value debt offerings; in the four years since she began leading the group's relationship with Wells Fargo, the firm has advised on offerings with an aggregate value of over $115bn. Fellow Minneapolis-based partner Brandon Mason is another key contact for issuer clients.

Practice head(s):

Dawn Holicky Pruitt 

Other key lawyers:

Brandon Mason

Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP has made a bold play for greater credibility in the US, including serious investments in the capital markets group. It launched a Silicon Valley office in July 2020 with the hire of several lawyers, including former Davis Polk & Wardwell LLP partner Sarah Solum, who now heads the US capital markets practice. This follows the recruitment of Pamela Marcogliese from Cleary Gottlieb Steen & Hamilton in 2019. Linking up with highly experienced and prominent Valerie Ford Jacob in New York, who co-heads the global capital markets group, the firm now provides a well-rounded capital markets service, acting both for underwriters and issuers. Michael Levitt is another key partner in New York.

Practice head(s):

Valerie Ford Jacob; Sarah Solum

Other key lawyers:

Pamela Marcogliese; Michael Levitt 

Key clients

Penske Automotive

International General Insurance

Bank of America

Credit Suisse

Morgan Stanley

JP Morgan

KLX Energy Services

Goldman Sachs

Barings Funds

Clever Leaves

CarLotz

Work highlights

  • Advising CarLotz on its $827m business combination with Acamar Partners Acquisition Corp, a SPAC.
  • Advised Penske Automotive Group on its offering of $550m fixed rate senior subordinated notes.
  • Advised the underwriters led by Credit Suisse and CICC on Alibaba’s SEC-registered global offering and Hong Kong IPO.

Fried, Frank, Harris, Shriver & Jacobson LLP

Fried, Frank, Harris, Shriver & Jacobson LLP has a hugely impressive track record in DCM, and enjoys an especially strong standing in investment grade debt for both issuers and underwriters. Healthcare and telecoms are key sectors for the group. In a banner 2020, the firm advised on a series of headline and high-value deals, including representing the underwriters in Procter & Gamble’s $7.44bn offerings of investment grade notes; this was one of the first high-value investment grade deals to close after the outbreak of the Covid-19 pandemic. It also advised Merck on its $4.5bn registered public offering of US dollar-denominated senior notes. Daniel Bursky heads up the capital markets group and takes the lead on many of the firm's top engagements. Andrew Barkan and Mark Hayek are also key figures in the team.

Practice head(s):

Daniel Bursky

Other key lawyers:

Andrew Barkan; Mark Hayek; Joshua Wechsler; Joshua Coleman

Testimonials

‘Team has a lot of flow; they see many deals and know where the market is at.’

‘Daniel Bursky is an outstanding partner.’

Very strong sense of what is market and when to push lenders to give more to benefit their clients.

Daniel Bursky understands innately how to guide his clients and provides extremely sound, beneficial advice driven by what is right for the client over all other considerations that justifiably should remain no more than distractions.

Joshua Coleman is a consummate technician, aware of all of the details needed to bring a transaction home successfully.

Key clients

Aerie Pharmaceuticals

At Home

Catalent

Emerald

Evoqua Water Technologies

Extended Stay

GMS

Goldman Sachs BDC

Harsco

Humana

Lithia Motors

LivePerson

Merck

The Navios Group (and related entities)

Perrigo

RedBall Acquisition Corp.

Tapestry (f/k/a Coach)

T-Mobile

Tradeweb Markets

Under Armour

AEA Investors

Cranemere

Goldman Sachs

OMERS

Onex

Permira

Barclays

BofA Securities

Citi

Credit Suisse

Deutsche Bank

HSBC

Jefferies

JP Morgan

KeyBank

Morgan Stanley

Royal Bank of Canada

Wells Fargo

Allison Transmission

Athene

Carrier Global

Clarivate

Estée Lauder

Ladder Capital

OneWater Marine

Procter & Gamble

Quest Diagnostics

USAA Capital Corporation

Warrior Met Coal

W.R. Grace

Gibson, Dunn & Crutcher LLP

Given its geographic spread across the US and its standing in SEC regulation, Gibson, Dunn & Crutcher LLP is a regular choice of counsel for DCM transactions, particularly for issuers. Technology, pharmaceuticals, retail, construction, and consumer products are key sectors. In 2020, the firm saw considerable activity in the energy sector, leveraging the growing strength of its Houston office, which was opened in 2017. The firm is also noted for its expertise in private equity-backed transactions. New York partner Andrew Fabens co-heads the team and represented a number of major corporates in sizeable debt deals in 2020, including advising General Electric in a series of headline debt offerings. Houston's Hillary Holmes has been at the forefront of Covid-19 crisis-driven offerings in the oil and gas industry. San Francisco's Stewart McDowell and Los Angeles partner Peter Wardle are also key figures.

Practice head(s):

Andrew Fabens; Hillary Holmes; Stewart McDowell; Peter Wardle

Other key lawyers:

Robyn Zolman

Key clients

General Electric

Amazon.com

HP

Wells Fargo

VMWare

Marriott International

CoStar Group

Barclays Capital

Mondelēz International / Mondelez International Holdings Netherlands B.V.

The Williams Companies / Transcontinental Gas Pipe Line Company, LLC (Transco)

Goodwin

Goodwin's outstanding presence in the life sciences and tech sectors has provided the basis for an active DCM practice, particularly in the convertible debt space where it is at the forefront of a flourishing market segment. The group is also experienced in REIT deals, where it has a burgeoning presence in investment grade and high-yield debt. While the firm has historically focused on issuers, it is gaining further traction with underwriters. Boston partners James Barri and Ettore Santucci have outstanding records in convertible debt offerings, as does John Servidio, who also leads the firm's derivatives and structured products practice. Richard Kline has left the firm.

Practice head(s):

James Barri; Ettore Santucci

Other key lawyers:

John Servidio

Key clients

Atlassian (NASDAQ: TEAM)

Boston Properties (NYSE: BXP)

Boyne USA, Inc.

BridgeBio, Inc. (NASDAQ: BBIO)

Gaming & Leisure Properties (NASDAQ: GLPI)

Medical Properties Trust (NYSE: MPW)

Okta, Inc. (NASDAQ: OKTA)

Slack Technologies, Inc. (NYSE: WORK)

Wayfair (NYSE: W)

Zendesk (NYSE: ZEN)

Work highlights

  • Advised TA Associates as the lead selling stockholder on a $635m underwritten secondary offering of Class A common stock of ZoomInfo Technologies.
  • Advised the underwriters on Snap’s recent 144A convertible note offerings; a $1bn and a $1.26bn convertible senior note offering.
  • Advised 24 leading investment banks as the underwriters for Ventas Realty on $650m senior notes offering and a $500m senior notes offering.

Hogan Lovells US LLP

Hogan Lovells US LLP is a major player in regulated industries, particularly life sciences and healthcare. The firm is also at the forefront of real estate (including REIT), tech, consumer and food transactions. Its sizeable presence in Washington DC makes it especially well suited to regulated industry transactions, though its considerable growth in New York has enabled it to develop a more wide-ranging practice, including closer links to underwriters. The firm is also active in sovereign debt offerings, particularly those by Latin America sovereign issuers. Washington DC partner Eve Howard   became global head of capital markets in July 2020 and has an outstanding record in big-ticket transactions. In New York, Stuart Morrissy  has helped the team to develop strong relationships with key investment banks. Richard Aftanas  joined from Kirkland & Ellis LLP in 2020, further strengthening the team's connections to major issuers and underwriters, and Ben Garcia  joined the team from MilbankEvan Koster   is recommended for sovereign deals in Latin America, and Washington DC's David Bonser   stands out in REIT offerings. Washington DC-based counsel Tifarah Allen  is also recommended. All named partners are based in New York unless stated otherwise.

Practice head(s):

Eve Howard

Other key lawyers:

Stuart Morrissy; Richard Aftanas; Ben Garcia; Evan Koster; David Bonser; Tifarah Allen; Richard Parrino; Kevin Greenslade; Bruce Gilchrist

Testimonials

‘We have used Hogan Lovells for our major finance work for over ten years. They know our business and they know their business. We often get them engaged on a significant transaction on short notice, yet they are always available to devote full effort to get the job done.’

‘The Hogan lawyers we use work well with opposing counsel, but always with our interests at the forefront. Bruce Gilchrist and Eve Howard have done great work for us.’

‘The Hogan team has been advising us on capital markets transactions since 2007. Their expertise in this area is broad and deep. The team is very practical, proactive, very reliable and highly responsive to our needs. They are great legal partners and have always given us sound and thoughtful advice. We have a lot of confidence in working with the Hogan team! ’

‘Rich Parrino and Kevin Greenslade have always gone the extra mile to offer advice and find solutions for us. They are both top-notch lawyers and are great at breaking down a complicated issue into easy to understand concepts and translating their analysis into sound and practical legal advice. They have great judgement and great command of substance. They are both very resourceful and are highly regarded in the legal community. We really enjoy working with both of them!’

Key clients

Adobe Inc.

Choice Hotels International

Enstar Group Limited

Equifax Inc.

FLIR Systems Inc.

Government of the Commonwealth of The Bahamas

Ingredion Incorporated

LabCorp

Lockheed Martin Corporation

McCormick & Company

Reliance Steel & Aluminum Co.

Republic of Ecuador

UnitedHealth Group Incorporated

VICI Properties

Work highlights

  • Advised the Republic of Ecuador on the landmark restructuring of its $17.4bn of international bonds.
  • Advised Adobe on the issuance and sale of $3.15bn in senior notes.
  • Advised Lockheed Martin Corporation on its $1.15bn SEC-registered notes offering.

Hunton Andrews Kurth LLP

Hunton Andrews Kurth LLP has a highly focused practice with a strong emphasis on REITs, power and energy, retail and consumer products. This specialization has enabled the firm to develop a significant market share of major issuer and underwriter engagements, and has attracted an enviable client base of blue-chip corporates and financial institutions. Houston-based Michael O’Leary co-heads the firm's corporate team and frequently represents the underwriters in debt offerings by issuers in the oil and gas sector. Courtney Cochran Butler is another key name in Houston; she co-heads the capital markets group alongside New York-based Susan Failla, who has broad industry coverage and large deal experience. Also recommended in New York is Peter O’Brien , another energy sector specialist, representing a number of major issuers and underwriters. Richmond partner David Wright   is noted for REIT offerings.

Practice head(s):

Courtney Cochran Butler; Susan Failla; Peter O’Brien; David Wright

Other key lawyers:

Michael O’Leary

Key clients

PG&E Corporation

Duke Energy Corporation

Philip Morris International Inc.

Citigroup Global Markets Inc.

Raymond James & Associates, Inc.

BMO Capital Markets

DTE Energy Company

Consolidated Edison Company

Mizuho Securities USA LLC

NextEra Energy, Inc.

Wells Fargo Securities, LLC

Barclays Capital Inc.

U.S. Bancorp Investments, Inc.

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

RBC Capital Markets, LLC

Scotia Capital (USA) Inc.

Ahold Delhaize NV

PRA Group, Inc.

Work highlights

  • Advised PG&E Corporation and its utility subsidiary Pacific Gas and Electric Company on various debt issuances as part of PG&E’s and the subsidiary’s exit from Chapter 11, the largest utility bankruptcy financing in US history.
  • Represented the underwriters in a $4.5bn senior notes offering by Energy Transfer Operating.
  • Represented the issuers or the underwriters in connection with five SEC-registered green bond financings totaling $4.15bn.

Jones Day

Jones Day's wide domestic and international coverage places it in a solid position to handle US and global debt offerings. The firm's extensive corporate client base brings it a steady pipeline of capital markets engagements from multiple industries, including power, oil and gas, consumer products, and retail. The group is also noted for capital markets offerings linked to financial restructurings and major acquisition financings. Cleveland partner Michael Solecki is the team's most recognized and prolific capital markets specialist; he represents a number of well-known corporates in high-value debt offerings. Chicago's Edward Winslow is also noted for investment grade and high-yield debt offerings, as well as for equity-linked transactions. New York partner Rory Hood is another key team member.

Practice head(s):

Brett Barragate; Jayant Tambe; Alban Caillemer du Ferrage

Other key lawyers:

Michael Solecki; Edward Winslow; Rory Hood 

Key clients

Wabtec Corporation

Roper Technologies, Inc.

SunPower Corporation

PolyOne Corporation

Newell Brands Inc.

TransDigm Group Incorporated

Marathon Petroleum Corporation

Macy’s Inc.

Lam Research Corporation

Asbury Automotive Group, Inc

Work highlights

  • Advised Diebold Nixdorf on the issuance of $700m  notes in a Rule 144A and Regulation S offering; and issuance by its wholly-owned Dutch subsidiary of €350m notes in a Rule 144A and Regulation S offering.
  • Advised CITGO Petroleum Corporation on a Rule 144A offering of $1.12bn senior secured notes.
  • Advised Cleveland-Cliffs on an offering of $725m  senior secured notes and the exchange offers of AK Steel Corporation notes for the same aggregate principal amount; the transactions were connected to Cliffs’ acquisition of AK Steel.

King & Spalding LLP

King & Spalding LLP has attracted an impressive number of blue-chip corporates that are frequent issuers in the debt markets. Much of the practice is driven by the Atlanta office, where Keith Townsend has built an impressive reputation, representing the likes of Xerox Holdings, General Motors and United Parcel Service in 2020. The wider team covers a range of industry sectors, including energy, financial institutions, life sciences and healthcare, industrials, real estate and telecoms. Zachary Cochran is another name to note in the Atlanta office.

Practice head(s):

Keith Townsend

Other key lawyers:

Zachary Cochran

Key clients

Xerox Holdings Corporation (NYSE: XRX)

Colonial Enterprises, Inc.

General Motors Company (NYSE: GM)

Carter’s, Inc. (NYSE: CRI)

United Parcel Service, Inc. (NYSE: UPS)

Evolent Health, Inc. (NYSE: EVH)

Piedmont Office Realty Trust (NYSE: PDM)

Genuine Parts Company (NYSE: GPC)

Work highlights

  • Advised General Motors on the offer and sale of $4bn of senior notes.
  • Advised Evolent on the offer and sale of a series of convertible notes to raise capital and manage its existing liabilities.
  • Advised Xerox on the offer and sale of $1.5bn of senior notes.

Kirkland & Ellis LLP

Kirkland & Ellis LLP has a sizeable debt offering practice, in large part driven by corporate and private equity transactions, and a significant market share of refinancings, restructurings and distressed deals; M&A, private equity and restructurings are, of course, areas of strength for the firm, globally. The firm is better recognized for its corporate issuer and private equity issuer relationships. Sophia Hudson has made a significant impression in investment grade and convertible debt offerings, while Joshua Korff continues to stand out in frequent issuer-side engagements from corporates and private equity houses. Richard Aftanas joined Hogan Lovells US LLP in 2020.

Other key lawyers:

Sophia Hudson; Joshua Korff; Christian Nagler; Robert Hayward

Latham & Watkins LLP

Latham & Watkins LLP is a global leader in DCM with a relatively evenly balanced practice of issuer and underwriter engagements, though it is slightly weighted toward issuer-side work. While its high-yield debt practice is universally recognized, its investment grade debt practice has grown considerably in the last five years, now accounting for around a third of its global debt transactions. It is now a highly credible challenger to the historical leaders in the field, particularly on the issuer side. Ian Schuman is global chair of the capital markets practice, while Gregory Rodgers has notable big-ticket deal experience. Marc Jaffe acts as global chair of the corporate department and has extensive experience of debt offerings. Named individuals are based in New York.

Practice head(s):

Ian Schuman; Ryan Maierson

Other key lawyers:

Gregory Rodgers; Marc Jaffe; Benjamin Cohen; Brandon Bortner; Jason Licht

Testimonials

‘Latham has an incredibly deep bench for capital markets. We worked with them on our inaugural bond offering, completing the offering (all of the diligence, filings, presentations, etc.) in less than a month. That is very short, especially for an inaugural offering. They were able to provide the staff to scale up to our demanding timing – and the lawyers staffed were all well qualified.’

‘The capital markets partners at Latham do so many deals that they are authorities on what is market, what is trending and how various involved parties will react. That is extremely valuable when communicating with non-legal leadership (CEO, CFO) on transaction progress and any decisions that need to be made.’

‘Jason Licht was lead on the bond deal. He is very good at focusing on what actually matters. His explanations are crisp and devoid of unnecessary contingencies or distractions. He is an excellent project manager and can be trusted to keep a deal on track and hitting all deliverables on time or ahead of time.’

Manu Gayatrinath was lead on the banking side. She has an incredibly sharp sense of humor that helped focus our team when tasks required many hours of careful reading and attention to detail. During these marathon sessions team members (not hers, but mine) would go down rabbit holes, and Manu and her partner Katie Putnam would bring the conversation back to material items.’

Key clients

Amgen Inc.

Bank of America

Barclays

Broadcom Inc.

DXC Technology Company

Energy Transfer Operating, L.P.

Jefferies

J.P. Morgan

Mastercard Incorporated

Morgan Stanley

Work highlights

  • Advised Amgen on its $4bn senior notes offering.
  • Advised Broadcom on its $8bn senior notes offering.
  • Represented Bank of America, as underwriters, in Booking Holdings’ $3.25bn senior notes offering and concurrent $750m convertible senior notes offering.

Mayer Brown

Mayer Brown has significantly grown its presence in the debt capital markets space in the last three years, bringing in a series of senior names and evolving its workload from an investment grade focused practice to one which features a range of debt products. The firm has also massively increased its issuer-side engagements to the extent that it is now evenly balanced between issuer and underwriter mandates. Private debt offerings and covered bonds are also strong features of the practice, the latter driven by key partner Jerry Marlatt who is close to a number of prominent Canadian banks. The team is particularly noted for deals in the financial services, life sciences, consumer products and REITs sectors. Chicago partner Edward Best is rated for financial services sector deals, while Phyllis Korff and Anna Pinedo both have impressive records in domestic and global offerings. Ryan Castillo has been promoted to partner. All named individuals are based in New York unless stated otherwise.

Practice head(s):

Edward Best; Anna Pinedo

Other key lawyers:

Phyllis Korff; David Bakst; Jerry Marlatt; Ryan Castillo

Key clients

The Bank of Nova Scotia

Blackstone Group L.P.

Canada Pension Plan Investment Board (CPPIB)

Canadian Imperial Bank of Commerce (CIBC)

Capital One Financial Corporation

The Carlyle Group

Chubb Limited

GATX Corporation

HSBC and affiliates

Hyundai Capital America, Inc.

Islandsbanki hf.

National Bank of Canada

Nationwide Mutual Insurance Company

Northern Trust Corporation

Ontario Municipal Employees Retirement System (OMERS)

Prologis (and affiliates)

Raymond James Financial (and affiliates)

TransCanada Pipelines

Toronto Dominion Bank

US Bancorp

Milbank

Milbank has a highly-developed US securities and global capital markets practice with particular strength on the underwriter side, though highly credible with issuers as well. The firm is best known for high-yield debt work, though it also has an established record across the debt space, particularly in relation to acquisition financings. Energy, infrastructure and projects, along with gaming and aerospace, are key sectors. The aerospace sector was particularly fruitful for the firm in 2020, with Brett Nadritch advising on debt offerings by Delta Air Lines, Alaska Airlines, America Airlines and Air Canada. It also especially well known for global offerings originating from Latin America; global head of capital markets Marcelo Mottesi is a key figure in this regard. Rod Miller heads the US securities practice, and Paul Denaro is also noted for global bond offerings, including sovereign issuances. All named partners are based in New York.

Practice head(s):

Marcelo Mottesi; Rod Miler

Other key lawyers:

Brett Nadritch; Paul Denaro

Key clients

Goldman Sachs

Credit Suisse

Bank of America Merrill Lynch

Barclays Capital

Citigroup

Deutsche Bank

MGM Resorts International

Red Rock Resorts, Inc.

JP Morgan

Nabors Industries, Inc.

Export Development Canada

Work highlights

  • Advised the initial purchasers and arrangers on Delta Airlines’ $9bn SkyMiles financing; this was the largest airline debt sale ever.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP is active in the investment grade and high-yield debt space, and has a particularly solid record in utilities and energy, financial services, technology, and life sciences. With lawyers working on debt offerings in multiple US and global offices, the practice group routinely advises on high-value bond offerings, including social bonds, mortgage bonds and debt transactions. New York partner Thomas Giblin is an experienced specialist in energy and utilities transactions. Pittsburgh partner Celia Soehner has become co-leader of the capital markets and public company practice.

Practice head(s):

Justin Chairman; Edwin Luk; Celia Soehner

Other key lawyers:

Thomas Giblin; John Hood; Kimberly Reisler

Key clients

Ford Foundation

Triumph Group

Entergy Corporation

American Water Works Co. Inc.

SJW Group

AmerisourceBergen Corp.

The Clorox Company

Bank of America, Citigroup, and Wells Fargo Securities

Tucson Electric Power Co.

BGC Partners

NextEra Energy Capital Holdings Inc.

Livent Corp.

Cimpress plc

B. Riley FBR Inc., Janney Montgomery Scott, and William Blair

Fruit Street Health

Morrison & Foerster LLP

Morrison & Foerster LLP has a broad practice covering investment grade debt, structured notes, convertible bonds, cross-border private placements, and retail debt. Consumer products, energy and cleantech, financial institutions, life sciences and biotech, retail, technology, and telecoms are key sectors. It also has particular expertise in REITs. Moreover, given its strong bank regulatory practice, the firm is uniquely placed to handle offerings by financial institutions and fintech businesses. The firm is best known for issuer engagements, though acted as designated underwriters’ counsel to Shell International Finance on three debt offerings with totaling over $10bn. Lead partner on the deal, Washington DC-based Justin Salon, is one of the firm's most prolific advisers on large-scale debt offerings.

Other key lawyers:

Justin Salon; David Slotkin

O'Melveny & Myers LLP

O'Melveny & Myers LLP has a well-balanced practice between issuer and underwriter engagements. The firm represents many of the tier one underwriters and is close to major issuers including aviation and life sciences businesses, and REITs. Los Angeles partner John-Paul Motley is the firm's most prolific advisor on high-value and high-profile debt offerings.

Practice head(s):

John-Paul Motley

Key clients

Air Lease Corporation

Glaukos Corporation

Alaska Air Group

Bank of America

Toyota Motor Credit Corp

American Honda Finance Corp.

Edwards Lifesciences

Sabra Health Care REIT

Caretrust REIT

Yeti Holdings

Work highlights

  • Represented Glaukos Corporation on its $250m private placement of convertible senior notes.
  • Represented Alaska Air Group and its subsidiaries in securing $992m from the US Treasury under the Payroll Support Program.
  • Represented the underwriters on a global notes offering totaling $4bn by Toyota Motor Credit Corp.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP is gaining ground in the DCM space, both on the underwriter and issuer side; it now represents many of the bulge-bracket investment banks. The group is also building relationships with issuers from multiple industries, thanks to growth of the senior team in recent years, particularly in the life sciences, tech and financial services sectors. Among its recent highlights, the team represented Gap in a $2.25bn offering of senior secured notes. San Francisco partner Brett Cooper had an especially active 2020 with major issuer and underwriter engagements. Christopher Austin left for Paul Hastings LLP in March 2020 and up-and-coming partner Stephen Ashley joined Pillsbury Winthrop Shaw Pittman, LLP in November 2020.

Practice head(s):

William Hughes

Other key lawyers:

Brett Cooper

Key clients

Beyond Meat, Inc.

Asana

Sequans Communications

Juniper Networks

Warburg Pincus

Gap Inc.

Catalyst Biosciences, Inc.

Clover Health

Momentus

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

RBC Capital Markets, LLC

SOC Telemed

Ally Financial

PagerDuty

Levi Strauss & Co.

VANDA Pharmaceuticals

Fisker

Work highlights

  • Advised Gap on a $2.25bn offering of senior secured notes.
  • Represented the underwriters in the offering by Ally Financial of $800m of senior notes due 2023.

Paul Hastings LLP

Paul Hastings LLP's efforts to expand its capital markets department in recent years have paid considerable dividends. The firm has become considerably more active in US debt offerings, while its eminent Latin America practice, led by the seasoned Michael Fitzgerald, continues to dominate the Mexico market and is building its reputation in other jurisdictions. The firm represents almost all the key investment banks that operate in the market and has strong connections to public company issuers and private equity sponsors. San Diego partner Teri O’Brien co-heads the global securities and capital markets practice, covering a variety of debt products including convertibles. Cathleen McLaughlin is a key figure in energy and infrastructure-related financings in Latin America. Arturo Carrillo and Joy Gallup are also core members of the Latin America group.

Practice head(s):

Frank Lopez; Teri O’Brien

Other key lawyers:

Michael Fitzgerald; Cathleen McLaughlin; Arturo Carrillo; Joy Gallup 

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP is active in both private and public offerings, gaining particular recognition for its issuer representation. Building on its standing as a frequent advisor to major private equity houses and financial sponsors (as well as their portfolio companies) the firm also impressed in 2020 with advice to public companies facing severe liquidity shortfalls due to the Covid-19 pandemic. Notably, the firm advised Carnival, the world's largest leisure and travel company, on a series of debt offerings to address Covid-related liquidity constraints. Gregory Ezring is global chair of the finance and capital markets groups, and is a regular advisor to anchor client Apollo Global Management, and its portfolio companies. John Kennedy is at the forefront of debt offerings for public companies facing liquidity constraints, particularly in the high-yield segment. Global co-head of the capital markets group, Brian Janson, and key partner Tracey Zaccone are also noted for high-yield debt and convertible note offerings. Zaccone has also been active in Covid-related financings by private equity houses.

Practice head(s):

Gregory Ezring; John Kennedy; Brian Janson; Tracey Zaccone

Other key lawyers:

Lawrence Wee; Patricia Vaz de Almeida; Mark Wlazlo

Testimonials

‘The team at Paul Weiss are wizards. They can tackle the most complex issues, insure the company is protected and explain the impacts in easy to understand business terms. Because they have taken the time to fully understand our business they have the ability to help structure deals that work well for us.’

‘People’s dedication and willingness to do whatever it takes to get this job done goes above and beyond what I have seen elsewhere. They are not just great professional lawyers, but provide solid business advice in every circumstance with a logical commercial approach. John Kennedy, Lawrence Wee and Patricia Vaz de Almeida are the three individuals that stand out the most for me.’

‘Greg Ezring, Mark Wlazlo and Brian Janson are all great.’

Shearman & Sterling LLP

Shearman & Sterling LLP is one of the leading firms for the representation of underwriters in investment grade debt offerings. It has built on this standing to become increasingly prominent on the issuer side as well, now representing a number of major corporate issuers and sponsors. The team also provides regular SEC reporting and disclosure advice to its growing corporate issuer client base. Notably, Lona Nallengara is a regular advisor to issuers and underwriters on investment grade debt, high-yield debt and equity-linked transactions; she is also recommended for corporate governance, disclosure and financial regulatory matters. Jonathan DeSantis is another senior figure with outstanding connections to major underwriters. Richard Alsop is a versatile capital markets specialist with recognized expertise in convertible bonds, investment grade and high-yield debt. Also recommended is Lisa Jacobs, who led several of the team's top deals in 2020.

Practice head(s):

Ilir Mujalovic

Other key lawyers:

Lona Nallengara; Jonathan DeSantis; Richard Alsop; Lisa Jacobs; Merritt Johnson

Key clients

BofA Securities

ViacomCBS

Boston Scientific Corporation

Quest Diagnostics Incorporated

Bunge Limited

CVS Health Corporation

Dow (formerly known as The Dow Chemical Company)

Citigroup

Credit Suisse

Goldman Sachs

J.P. Morgan

Morgan Stanley

Work highlights

  • Represented the underwriters in Boeing’s $25bn bond offering.
  • Represented ViacomCBS in connection with a $1.25bn senior notes offering.
  • Advised the underwriters on Ford Motor Company’s $8bn senior notes offering.

Sidley Austin LLP

Sidley Austin LLP has a superb history in debt capital markets offerings, particularly for underwriters. Edward Petrosky is global head of the capital markets practice and has an emphasis on REITs, financial institutions, consumer products and energy.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP's DCM group is consistently engaged at the forefront of the investment grade and high-yield debt spaces, and is also rated for structured finance and mezzanine finance. It continues to rank highly in US and global investment grade corporate debt, particularly on the manager side, but also has a thriving and growing issuer-side practice; indeed, it advises a range of Fortune 500 issuers and private equity sponsors. Arthur Robinson is global head of the capital markets practice and has an outstanding record in debt offerings, both investment grade and high-yield, and particularly those that are connected to high-value acquisitions. Roxane Reardon is an experienced team member, noted for convertible note offerings and exchangeable debt offerings. Marisa Stavenas is a leading name in liability management transactions. Silicon Valley's William Brentani and Daniel Webb are also key names in the DCM space, the latter of whom is recognized for his growing profile in investment grade, high-yield and convertible debt offerings for technology businesses.

Practice head(s):

Arthur Robinson

Other key lawyers:

Roxane Reardon; Marisa Stavenas; William Brentani; Daniel WebbDavid Azarkh; Kevin Kennedy

Testimonials

This team is rock solid, client friendly, business savvy and tireless.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP has an excellent standing in investment grade and high-yield debt, most notably in the banking and insurance sectors, REITs and healthcare. The firm's outstanding corporate transactions work is a major driver of the DCM practice, which is well placed to deploy sizeable teams in large-scale DCM deals and concurrent securities transactions. It advised on a series of high-value investment grade transactions for big name corporates and achieved further prominence in equity-linked transactions in 2020. In particular, the group represented The Coca-Cola Company in a series of investment grade debt offerings, including a $6.5bn offering of senior notes in five tranches. Lead partner on the deal Dwight Yoo is making an impression in the market alongside big-name partner David Goldschmidt, the global head of the capital markets group. Michael Zeidel is another key partner, who leads the Americas capital markets team.

Practice head(s):

David Goldschmidt

Other key lawyers:

Dwight Yoo; Michael Zeidel; Gregg Noel; Laura Kaufmann Belkhayat; Ryan Dzierniejko; Gregory Fernicola

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP has a very well regarded DCM group, which stands out in particular in the investment grade debt space. The capital markets team benefits from the firm's outstanding relationships with prominent corporates and key underwriters. New York partners Robert Buckholz and Robert Downes are contacts.

Vinson & Elkins LLP

Vinson & Elkins LLP's outstanding presence in the energy and infrastructure industries provided it with a strong pipeline of DCM engagements in 2020, both on the issuer and underwriter sides. The firm has also successfully diversified its capital markets practice to include a range of deals in the REITs sector and for other private equity portfolio companies. Mark Kelly and David Oelman are senior names in the practice, with extensive experience in energy sector offerings. Alan Beck and Ramey Layne are also emerging talents. All named individuals are based in Houston.

Practice head(s):

David Oelman; Matt Strock; Mark Kelly

Other key lawyers:

Alan Beck; Ramey Layne

Testimonials

‘They have a full team of experts covering every discipline we would ever need to execute on the complex transactions that are an every day part of our business. We have used a handful of external counsels over the years and none have compared to Vinson & Elkins.’

‘James Garrett and Matt Strock are the two go-to partners I reach out to with any work related needs. They are extremely responsive and if they don’t have the expertise to help they get me in touch with a partner that does extremely quickly. I value the consistently prompt response from the entire V&E team, the quality of the work and how quick they are able to turn work product back to me. Additionally, they are commercially minded attorneys who truly understand the economic value of certain deal points in a negotiation and have the wherewithal to not fall on their sword over insignificant deal points that can all to often slow down negotiations. Again, overall best firm I have ever worked with. ’

‘The team has a ton of experience in the public energy M&A market, and that knowledge plays a pivotal role in negotiating transactions.’

‘Friendly, knowledgeable, attentive and focused on my transaction.’

Key clients

Southwest Airlines Co.

Switchback Energy Acquisition Corp.

OneWater Marine Inc.

Plains All American Pipeline, L.P.

Spark Energy, Inc.

Reata Pharmaceuticals, Inc.

Citigroup Global Markets, Inc.

Wells Fargo

J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

Work highlights

  • Advised Southwest Airlines on its application to the US Department of the Treasury for $3.3bn payroll support funding, including six capital markets offerings.
  • Advised Citigroup Global Markets as initial purchaser on the $1bn offering of investment grade senior notes by Nabors Industries.
  • Advised Plains All American Pipeline on its $1bn public offering of investment grade senior notes, its $318m public offering of common units and its $750m offering of investment grade senior notes.

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP has an established DCM practice, which complements the firm's wider expertise in private equity and restructuring. In 2020, the firm saw particular growth in debt offerings linked to liquidity constraints caused by the Covid-19 pandemic. In the latter part of 2020, the firm saw additional activity in high-yield debt, as private equity transactions gained momentum. While better known for issuer representation, the firm is gaining more traction on the underwriter side, thanks in part to the experience of Michael Hickey; he led the team that advised JP Morgan, as representative of the underwriters, on a $3bn senior unsecured notes offering by Occidental Petroleum Corporation. Another name to note is Corey Chivers, who has impressive connections to big-name corporate issuers and is designated underwriters' counsel for the likes of Microsoft. Frank Adams is also a frequent advisor on high-value and headline transactions for issuers, while Faiza Rahman is an emerging talent in investment grade and high-yield debt offerings. Alexander Lynch leads the capital markets team.

Practice head(s):

Alexander Lynch

Other key lawyers:

Michael Hickey; Corey Chivers; Frank Adams; Faiza Rahman

Testimonials

‘We have entrusted Weil with our business for several years because we know that we will get top-tier service from all attorneys involved in our engagements. Many of our capital markets engagements deal with complex corporate and financing structures, require bespoke solutions and are typically time sensitive. Weil always brings the right resources to bear, quickly and efficiently.’

‘Capital Markets head Alex Lynch and Capital Markets partner Frank Adams are the main points of contact with respect to these engagements. They are intelligent, commercial and practical in their negotiations. Alex and Frank, as well as their teams, know the market and are able to guide us on the best course of action in any given situation.’

‘The Weil capital markets and debt offerings team are unique in that they really get to know their client’s business and because of that they are in a position to negotiate with bank lawyers to get better provisions for our company. It happens multiple times in every negotiation against every bank and it is really impressive to watch. This brings them great credibility with company management and makes them indispensable in negotiating debt offerings.’

‘Frank Adams is the lead partner and always available 24/7 for consultation. He practical, down to earth, brings in subject matter experts when he needs and is as scrupulously ethical and honest as Abe Lincoln.’

Key clients

AK Steel Corporation

AMC Entertainment

Avolon Holdings Limited

Black Knight, Inc.

Blackboard Inc.

Campbell Soup Company

Citigroup

Deutsche Bank

Eli Lilly and Company

Fidelity National Financial

GameStop Corporation

Genworth Financial, Inc.

Goldman Sachs

Iron Mountain

Johnson & Johnson

JPMorgan

SoftBank Group

TE Connectivity

The Estee Lauder Companies

Tidewater Inc.

Willis Towers Watson

Work highlights

  • Advised JP Morgan, as representative of the underwriters, on a $3bn senior unsecured notes offering by Occidental Petroleum Corporation.
  • Advised Johnson & Johnson on its multi-tranche $7.5bn senior unsecured notes offering to primarily finance its acquisition of Momenta Pharmaceuticals.
  • Advised Iron Mountain, a REIT and provider of storage and information management services, on a pair of high-yield offerings aggregating $3.5bn.

White & Case LLP

Based in New York, White & Case LLP is perhaps best known for international debt offerings, notably those originating from Latin America and the Middle East. It has maintained a steady pipeline of deals from Latin America, thanks in part to its established team in São Paulo and experienced Latin America-focused group in New York; names to note in this regard include John Vetterli and Taisa Markus. Oil and gas, metals and mining, and power continue to be core areas of industry expertise. The wider DCM team has upped its emphasis on issuer clients, in part driven by the success of its public company advisory group and its specialist expertise in SEC reporting. The group advised Saudi Arabian Oil Company on an update to its Rule 144A/Regulation S global medium term note (MTN) programme, which included an $8bn notes offering. It also acted for State of Israel in its sovereign bond offering. These examples aside, the team maintains an even balance of manager/underwriter and issuer engagements. Key figures in the team include David JohansenGary Kashar, Andrew Weisberg and Joel Rubinstein, the last of whom joined from Winston & Strawn LLP in June 2020. Associate Abigail Simon is also recommended.

Practice head(s):

David Thatch; John Vetterli

Other key lawyers:

David Johansen; Gary Kashar; Andrew Weisberg; John Vetterli; Taisa Markus; Abigail Simon; Joel Rubinstein 

Key clients

Advance Auto Parts, Inc.

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

EchoStar Corporation

Gases del Pacífico S.A.C.

Goldman Sachs & Co. LLC

Hertz Global Holdings, Inc.

Itaú BBA USA Securities Inc.

J.P. Morgan Securities LLC

Kansas City Southern

Morgan Stanley & Co. LLC

Netrality Properties, LP

Newmont Corporation

Promigas S.A. E.S.P.

RBC Capital Markets, LLC

Saudi Aramco

Santander Investment Securities, Inc.

Scotiabank Chile

State of Israel

WilmerHale

WilmerHale has a well-established practice recognized for its expertise and experience in life sciences and technology, though it does represent a number of major corporate issuers from multiple industries. Indeed, outside of its core sector strength, the team advised Discovery and S&P Global on sizeable capital markets transactions in 2020. The capital markets team is also complemented by a highly rated regulatory practice. Washington DC partners Justin Ochs and Erika Robinson co-lead the practice, and are active in high-value transactions. New York's Brian Johnson is also among the team's leadership figures.

Practice head(s):

Justin Ochs; Erika Robinson; Brian Johnson

Winston & Strawn LLP

Winston & Strawn LLP has a highly active DCM practice, in large part driven by engagements from top-tier underwriters. The firm has a regular flow of high-value deals in excess of $1bn, in addition to a sizeable share of mid-market transactions. Key industries include real estate, technology, industrials, media, manufacturing, pharmaceuticals, financial services, energy, and food and beverages. Chicago partner Cab Morris had a strong 2020, representing underwriters in series of headline investment grade, high-yield and convertible deals. The capital markets practice is jointly headed by Christina Roupas and Carol Anne Huff, the latter of whom joined from Arnold & Porter in September 2020; her arrival reinforces the team's standing in SPAC transactions following the departure of Joel Rubinstein to White & Case LLP earlier in 2020.

Practice head(s):

Christina Roupas; Carol Anne Huff

Other key lawyers:

Cab Morris

Key clients

BNP Paribas

BofA Securities

CIBC Capital Markets

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Morgan Stanley

Motorola Solutions, Inc.

Wells Fargo Securities

Treehouse Foods, Inc.

U.S. Bancorp

PetIQ, Inc.

Lear Corporation

Work highlights

  • Served as underwriters’ counsel in connection with the registered public offering by Roper Technologies of $2.7bn of senior notes; the proceeds were used to fund a portion of the purchase price of Roper’s $5.35bn acquisition of Vertafore.
  • Served as underwriters’ counsel in connection with the $1bn registered public offering of first mortgage bonds by Commonwealth Edison Company.
  • Represented TreeHouse Foods in the pricing of its $500m senior secured notes transaction.