Capital markets: debt in United States
Underwriter-side specialist Cahill Gordon & Reindel LLP has steadily expanded its debt capital markets capabilities. Although it is best known for its top-tier high-yield debt capability, the firm’s ‘excellent relationships with investment banks’ and ‘very prominent lawyers’ have developed into a broad standalone investment grade debt practice. Of particular note, the firm advised the underwriters on Comcast’s twelve-tranche public offering of $27bn in new debt financing to fund its acquisition of Sky; the deal, which represented the fourth-largest bond sale to date, was led by William Hartnett. In another highlight, a team led by Timothy Howell, John Tripodoro and Corey Wright advised the underwriters on a $2.5bn notes offering by Charter Communications Operating LLC and Charter Communications Operating Capital. Other senior names in the New York-based group include James Clark, Jonathan Schaffzin and Daniel Zubkoff.
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP’s two-partner team benefits from the senior experience of seasoned specialist and global practice co-head Valerie Ford Jacob, who brings to bear an impressive record in underwriter-side work for US and foreign banks. Jacob recently advised an underwriting syndicate, led by BNP Paribas, JP Morgan and Wells Fargo Securities, on a $650m notes offering by Republic Services. The New York-based group also includes Michael Levitt, who advised the underwriters on Ares Capital’s $750m notes offering. Paul Tropp left to join Ropes & Gray LLP.
Following a flurry of hires in 2017, Winston & Strawn LLP continued to invest in its national capital markets practice, most recently with the hire of Dallas-based Charles Haag, who joined from Jones Day. Best known for its underwriter-side experience, the group's expertise spans a broad range of sectors, with recent strong showings in energy, utilities and technology-related offerings. In Chicago, Cab Morris handled many of the group’s high-profile deals over the past year, including advising the underwriters on Roper Technologies’ $1.5bn notes offering, and also advising the underwriters on Baltimore Gas and Electric’s $300m debt offering.
Well known for company and underwriter-side deals, Cleary Gottlieb Steen & Hamilton is a popular choice for first-time issuers through to veteran bulge bracket banks. The practice is recognized for its strength in cross-border work, including sovereign bond transactions, but its broad sector focus and deep regulatory experience secures it headline mandates across a wide range of industry segments. On the issuer side, Craig Brod recently advised Honeywell on a $1.2bn notes offering as part of its debt refinancing. Sung Kang, who has an impressive record in cross-border transactions, advised General Mills on several offerings to support its $8bn acquisition of Blue Buffalo, including debt offerings worth $6.5bn. Among its bank-side mandates, Jeffrey Karpf acted for a syndicate of underwriters, led by Citigroup Global Markets, on a series of notes offerings for Citi totaling $17bn. Elsewhere, David Lopez and Pamela Marcogliese advised the underwriters, led by Citigroup, on Allison Transmission’s $400m offering of senior notes. Other key contacts in the New York-based team include group co-lead Adam Fleisher and Nicolas Grabar, who brings to bear strong experience in Latin America-facing matters.
Cravath, Swaine & Moore LLP’s practice, which is equally adept at advising issuers and underwriters, stands out in complex deals, and has a strong track record in acquisition and spin-off transactions. The firm’s expertise on the debt side is illustrated by its enviable deal volume over the past twelve months: from November 2017 until November 2018, the group handled investment grade deals worth over $117bn. Finance co-lead Craig Arcella enjoys a premier reputation for his financial institution relationships and recently advised a group of underwriters, led by Barclays, Bank of America Merrill Lynch, Citigroup, Credit Suisse, JP Morgan and Morgan Stanley, on Union Pacific’s $6bn notes offering. Also on the underwriter side, William Fogg, who co-heads the finance practice, and newly promoted partner Michael Mariani advised the underwriters, led by JP Morgan, on a $6bn notes offering by JPMorgan Chase. Additionally, Johnny Skumpija acted on several issuer-side highlights, including advising Nestlé Holdings on its $8bn notes offering. In another marquee company-side transaction, Nicholas Dorsey, who also recently made partner, acted for The Walt Disney Company on offers by its wholly-owned subsidiary TWDC Holdco 613 Corporation to exchange notes issued by 21st Century Fox for up to $18.1bn. Andrew Pitts, who heads the capital markets department, and William Whelan are also prominent names in the New York-based group.
Davis Polk & Wardwell LLP
Regarded by some as ‘the leader by far on the underwriter side’, Davis Polk & Wardwell LLP also impresses with its ‘exemplary issuer practice’. The group acts on an enviable volume of cross-border deals, particularly on the company side where it has recently handled mandates for Latin America, Canada and Europe-based issuers. The group’s specialist expertise in the financial services, TMT and food and beverage sectors, in addition to other industry segments, are also big draws. Issuer-side headlights included Menlo Park-based Bruce Dallas advising Comcast on a series of debt matters, including its $27bn notes offering, which was the second-largest notes offering of 2018. In a showcase of its multi-jurisdictional capabilities, Michael Kaplan and London-based Reuven Young assisted Syngenta Finance, as issuer, and Syngenta AG, as guarantor, with a $4.7bn notes offering. On the bank side, global capital markets co-head Richard Truesdell, highlighted as ‘one of the top two experts in the market’, advised the initial purchasers on a $20bn notes offering by Halfmoon Parent, a subsidiary of Cigna Corporation. In addition, John Crowley advised the joint bookrunners on a string of offerings by General Motors Financial worth a combined $10.6bn. Joseph Hall, Deanna Kirkpatrick and Nicholas Kronfeld are also recommended. Named attorneys are based in New York unless otherwise stated.
The ‘top-tier practice group’ at Simpson Thacher & Bartlett LLP scores highly for its ability to ‘work collaboratively with the other side to get deals across the line’. Headed by New York-based Arthur Robinson, the global capital markets team is also noted for the 'knowledge and expertise’ of its attorneys, and its strong track record in issuer-side deals. Microsoft and KfW are among the group's repeat issuer clients, though the well-balanced practice is also routinely instructed by major investment banks. New York-based Roxane Reardon had a banner year on the debt side, which included advising the underwriters on CVS Health’s $40bn notes offering, which marked the third-largest corporate bond sale on record. In Palo Alto, Daniel Webb and William Brentani advised the underwriters on Apple’s six-tranche notes offering, worth a combined $7bn. Among its work for issuers, Palo Alto’s Kevin Kennedy assisted Alibaba Group with notes offerings totaling $7bn, while Joshua Bonnie, who splits his time between New York and Washington DC, advised Ingersoll Rand on $1.1bn worth of debt offerings. New York-based Mark Brod is also a name to note. In 2018, William Golden and Jonathan Ozner made partner in Washington DC and New York, respectively.
Debevoise & Plimpton LLP’s New York-based practice, which is widely revered for its expertise in the financial services and private equity spaces, handled a string of event-driven debt transactions over the past year, acting for the full range of corporations, financial institutions and investors. Most notably, capital markets co-head Matthew Kaplan advised Discovery Communications on its $14.6bn acquisition of Scripps Networks Interactive, which included a $6.7bn notes offering. Steven Slutzky, who co-leads the department, is highly regarded for private equity-related matters and advised Clayton, Dubilier & Rice and American Greetings on a $282.5m offering of senior notes related to the former’s $1.1bn acquisition of a 60% stake in American Greetings. Also recommended is Peter Loughran, who assisted AXA Equitable Holdings with two sizeable debt issuances, including a $3.8bn senior notes offering. Although issuer-side mandates provide the bulk of instructions, the firm also advises underwriters.
Regarded by many as ‘the leader in the Midwest’, Jones Day is noted for its ‘very strong issuer practice’. The national department also benefits from a prominent East Coast platform, as well as a strong footprint in the South. The group secured a significant share of energy and natural resources-related deals over the past year, which included Cleveland-based Kimberly Pustulka advising Marathon Petroleum Corporation on its $5.5bn public offering of senior notes. On the TMT front, New York-based Eric Maki and Houston-based Kelly Turner advised Sprint Corporation on the issuance by three wholly-owned special purpose subsidiaries of $3.9bn worth of wireless spectrum-backed notes. In Chicago, Edward Winslow assisted Starbucks with a $1.6bn senior notes offering. On the underwriter side, Cleveland’s Michael Solecki advised the joint bookrunners on Physicians Realty LP’s $350m public offering.
Best known for its premier high-yield debt practice, Kirkland & Ellis LLP also handles a solid volume of investment grade deals. The team has seen continued success in company-side deals, having secured mandates from a string of major corporate issuers over the past year. For example, New York-based Joshua Korff advised Kraft Heinz Foods on notes offerings totaling $3bn, while Chicago-based Robert Hayward assisted Boeing with senior notes offerings worth $1.5bn. Hayward also teamed up with Chicago-based Robert Goedert and Keith Crow to advise Kellogg, as issuer, on a two-tranche debt offering worth $1bn. The firm is also well known for its close relationships with private equity funds and routinely advises private equity sponsors on debt transactions. Other senior names include Chicago-based Dennis Myers, and New York partners Richard Aftanas and Christian Nagler. In 2019, Monica Shilling and Philippa Bond joined the firm's Los Angeles office from Proskauer Rose LLP.
Latham & Watkins LLP’s ‘extremely broad sector coverage’ and ‘very deep bench’ translates into a comprehensive national debt practice, which packs a punch in both issuer and underwriter mandates. The global corporate group is chaired by Marc Jaffe, who is widely revered as ‘the go-to specialist for capital markets’. New York-based Jaffe acted alongside Erika Weinberg, also based in New York, to advise JP Morgan, as lead underwriter, on Teleflex’s $500m senior notes offering. On the issuer side, New York’s Senet Bischoff assisted Mattel with its $1bn issuance of senior notes and its subsequent $500m tack-on offering. In Washington DC, Patrick Shannon and Leakhena Mom advised Novolex, a portfolio company of the Carlyle Group, on its $500m private placement of notes to support its acquisition of Waddington Group. New York partners Michael Benjamin and Stelios Saffos, and Washington DC-based Jason Licht are also noted for debt matters. Counsel Jason Ewart joined in New York from Paul Hastings LLP.
Skadden, Arps, Slate, Meagher & Flom LLP
A strong performer in multi-layered debt transactions, Skadden, Arps, Slate, Meagher & Flom LLP’s capital markets group is regularly called upon to advise on offerings connected to acquisition financings, leveraged recapitalizations and other event-driven deals. In a recent example, Laura Kaufmann Belkhayat acted for Maple Parent Holdings on its $8bn six-tranche notes offering to support its acquisition of Dr Pepper Snapple Group. Global capital markets co-head Stacy Kanter, widely regarded as a force in the market, advised Gilead Sciences on a $3bn notes offering. David Goldschmidt, ‘a consummate professional’, assisted Sands China with its $5.5bn offering of senior notes in three tranches. The group also benefits from the experience of Michael Zeidel, who advised CME Group on its $1.2bn notes offering, global capital markets risk management head Gregory Fernicola and impressive younger partner Dwight Yoo. All named attorneys are based in New York.
Another leading player in event-driven transactions, Wachtell, Lipton, Rosen & Katz consistently secures some of the most high-profile issuer engagements to hit the market. Among its recent highlights, Gregory Pessin advised Cigna on $20bn of bond financing to support its acquisition of Express Scripts, which marked the second-largest corporate bond deal of 2018. Pessin also advised Salesforce.com on its $2.5bn debt offering in connection with its acquisition of Mulesoft. In another headline M&A-related deal, Eric Rosof assisted United Technologies with its $11bn notes offering to support its $60bn acquisition of Rockwell Collins. The group has also recently handled debt offerings for ServiceMaster Global Holdings, Lionsgate and Intelsat.
Weil, Gotshal & Manges LLP’s ‘strong experience’ and ‘responsive service’ has been noted by clients, which also highlight the firm's ‘great value for money’. Historically stronger on behalf of issuers, where it leverages its stellar private equity client base to advise funds and portfolio companies on debt deals, the group has become increasingly prominent on the bank side. Among recent examples of the latter, up-and-coming partner Faiza Rahman, who ‘does a tremendous job of balancing legal and business issues’, advised the representatives of the initial purchasers on an $8bn unregistered bond offering by an affiliate of Keurig Green Mountain to finance the merger of Keurig Green Mountain and Dr Pepper Snapple Group. On the issuer front, Corey Chivers handled several headline mandates, including advising Elanco Animal Health on its $2bn senior notes offering and advising Mastercard on its $1bn multi-tranche notes offering. The New York group also includes ‘valuable asset’ Frank Adams, who advised Campbell Soup on its $5.3bn notes offering to finance its $6.1bn acquisition of Snyder’s-Lance. The firm also fields an impressive second line of associates, which includes Janeane Ferrari, ‘a rising star who gives 110% to serve her client’s needs’.
Baker Botts L.L.P.’s signature strength in energy law complements the firm's specialized debt securities capability, which brings to bear robust experience in representing master limited partnerships and oilfield services companies. Led from Houston by Joshua Davidson, the capital markets group also benefits from an increasingly prominent New York platform. In a significant boost to its national coverage, the firm hired a four-partner team from Vinson & Elkins LLP, which included Michael Rosenwasser, Adorys Velazquez and Michael Swidler in New York and Washington DC-based Catherine Gallagher. The Houston office was also bolstered by the hire of Justin Hoffman from Kirkland & Ellis LLP. In a recent example of its industry sweet spot, Davidson and Austin-based Mollie Duckworth advised EQT Midstream Partners on a $2.5bn notes offering. The ‘pro-business team’ also garners strong praise for its ‘very strong underwriter-side practice’, which recently saw Houston-based John Geddes’ advise the underwriters on Sysco’s $1bn notes offering.
Gibson, Dunn & Crutcher LLP
Traditionally focused on issuer representations, Gibson, Dunn & Crutcher LLP continues to increase its profile for underwriter-side work and is routinely engaged by bulge bracket stalwarts such as Goldman Sachs, Barclays and Deutsche Bank. That said, issuer-side mandates provide the bulk of instructions and the firm remains particularly active in the technology, energy and financial services spheres. In New York, department co-chair Andrew Fabens advised the underwriters on a $5.2bn public offering of notes by United Parcel Service. In San Francisco, Stewart McDowell, who co-chairs the practice, and Douglas Smith advised Wells Fargo Securities on a $6bn debt offering as well as a $3.2bn debt offering. Other names to note include Hillary Holmes and Peter Wardle, who co-chair the practice from Houston and Los Angeles respectively, and Denver-based up-and-coming partner Robyn Zolman.
Hogan Lovells US LLP’s corporate department works seamlessly with its market-leading regulatory practice to pack a punch in handling debt offerings for issuers in the technology, life sciences, government, health and aerospace sectors. Among its headline deals, Washington DC-based Eve Howard led a cross-office team to assist Apple with over $14bn worth of debt offerings, including a $7bn senior notes issuance. Howard also paired up with New York’s Lillian Tsu to advise Marvell Technology Group on a $1bn senior notes offering to support its $6bn acquisition of Cavium. Richard Parrino, also based in Washington DC, advised UnitedHealth Group on a $4bn debt offering. Other key names include New York’s Oscar Stephens, who recently advised the Republic of Ecuador on $5.5bn worth of notes offerings, and Washington DC-based department head David Bonser.
Equally adept at representing issuers and underwriters, Mayer Brown houses a ‘very capable and experienced’ debt capital markets group that excels in financial services-related work. Senior names include Chicago-based Edward Best, who co-leads both the capital markets and financial institutions practices; he recently acted alongside the London office to advise Chubb on Chubb INA Holdings’ €1.8bn debt offering. Best also advised the underwriters on Kellogg’s $1bn notes offering. In New York, group co-head Anna Pinedo, together with Jerry Marlatt, advised the underwriters on a $2bn notes offering by the Bank of Nova Scotia. David Bakst, also in New York, is another key contact and advised Canada Pension Plan Investment Board on a $1.2bn offering of green bonds. In 2018, seasoned capital markets specialist Phyllis Korff joined from Skadden, Arps, Slate, Meagher & Flom LLP in New York.
Experienced in issuer and underwriter appointments Morrison & Foerster LLP’s practice group has a diverse industry focus, with recent strong showings in the real estate and hospitality areas. REIT-related work is a sweet spot and Washington DC-based REITs specialist David Slotkin advised the underwriters on Equity Residential’s $500m public notes offering. On the issuer side, Los Angeles-based senior of counsel Kenneth Kohler assisted Alexandria Real Estate Equities with two public offerings of senior notes totaling $900m. On the hospitality front, San Francisco’s Brandon Parris acted for Boyd Gaming Corporation on multiple securities deals, including a $700m senior notes offering. Washington DC-based David Lynn, who recently rejoined the firm from Jenner & Block LLP, San Francisco-based Gavin Grover and Washington DC’s Scott Lesmes co-chair the practice. John Owen joined in New York from Jones Day.
Paul, Weiss, Rifkind, Wharton & Garrison LLP’s New York-based capital markets practice is underpinned by some well-established private equity relationships. In particular, Apollo is a marquee client and Apollo Management Holdings LP turned to the firm to advise on its recent $300m notes offering — group co-lead Gregory Ezring, corporate deputy chair Monica Thurmond and Catherine Goodall led that work. The team also enjoys a strong niche in Canada-related matters where Andrew Foley, who splits his time between New York and Toronto, advised TELUS on its recent $750m debt offering. Among the team's underwriter-side highlights, Christopher Cummings, who also works out of New York and Toronto, advised the underwriters on three securities offerings by TransCanada totaling $5.1bn. John Kennedy co-leads a group that has also recently undertaken work for Mitsubishi UFJ Financial Group, Ralph Lauren and Apollo-owned retailer, Aurum Group.
Over the past five years, Proskauer Rose LLP has made significant inroads into the underwriter-side market and now acts for over 20 banks, including Bank of America Merrill Lynch, Citigroup and Credit Suisse Securities; however, its issuer-side relationships continue to dominate its investment grade debt practice. In New York, group co-lead Frank Lopez, together with Stephen Gruberg, acted for Celgene Corporation on three notes offerings totaling $3bn. The Washington DC team was recently boosted by the arrivals of new partners Karen Garnett and William Tuttle, who joined from the SEC and Dechert LLP, respectively. In addition, New York’s Daniel Hendrick was promoted to partner.
Shearman & Sterling LLP’s prominent underwriter-side expertise combines with its robust issuer-side practice to provide comprehensive coverage of debt capital markets matters, with strength in SEC-registered and private offerings, acquisition financings and liability management transactions. CVS Health turned to the firm for assistance with its $40bn bond offering to support its acquisition of Aetna, which notably represented the third-largest corporate bond sale on record — Stephen Giove led that work. In another issuer headline, Harald Halbhuber advised Baker Hughes on its $3.9bn bond offering. On the bank side, Americas group head Jonathan DeSantis advised the underwriters on Interpublic Group of Companies’ $2bn notes offering. Jason Lehner, who splits his time between New York and Toronto, Merritt Johnson and the ‘very knowledgeable’ Lona Nallengara are also recommended. All named lawyers are based in New York, unless otherwise stated.
Vinson & Elkins LLP, well known for its ‘specialized offering in the energy space’, packs a punch on the issuer side, where it is a popular choice for oil and gas companies looking to access the debt markets. Other key industry sectors include power, transport and financial services. Matthew Strock and David Oelman co-lead a team that also includes chairman Mark Kelly, Douglas McWilliams and Richmond-based Daniel LeBey. Highlights included advising Occidental Petroleum on its $1bn offering of senior notes, and also advising Citigroup as lead underwriter to Enterprise Products Partners LP on its $3bn notes offering. Other representative clients include Southwest Airlines, TPG RE Finance Trust and Western Gas Partners. All named lawyers are based in Houston, unless otherwise stated.
Akin Gump Strauss Hauer & Feld LLP’s issuer-focused group is particularly well versed in advising energy companies and MLPs on debt offerings. Among its recent highlights, New York-based Rosa Testani advised Warrior Met Coal on its $350m offering of senior secured notes and its subsequent $125m tack-on offering. In Dallas, Seth Molay assisted Diamondback Energy with three debt transactions, which included a $750m offering of senior notes. The team has also recently undertaken work for CEVA Logistics, Gulfport Energy and Sanchez Energy. Other key contacts include securities co-lead John Goodgame, Vincent Kendrick and Christine LaFollette, all of whom are based in Houston. Further, in 2018, Robert Shearer joined in Houston from Baker & Hostetler LLP.
Arnold & Porter has an increasingly broad debt practice following its 2017 merger with Kaye Scholer, but the firm’s high-profile work for sovereign issuers continues to stand as its strong suit. Among its recent highlights, Washington DC-based international finance specialist Whitney Debevoise advised the Republic of Panama on its $1.7bn global bond issuance, while New York-based capital markets co-head Christopher Peterson advised the Republic of Turkey on $4bn worth of notes offerings. The team is also routinely engaged by corporate issuers, an example of which included San Francisco-based Teresa Johnson advising Charles Schwab on three notes offerings totaling $1.9bn. New York’s Robert Azarow, who co-heads the capital markets group, is also recommended.
Bracewell LLP houses a robust issuer-side practice, which leverages its top-tier oil and gas expertise to specialize in advising energy companies on debt offerings; it also has strong experience in offerings for financial services companies. Troy Harder is a key contact in the Houston-based team and recently advised Kinder Morgan on its $2bn offering of senior notes. He also advised Apache on a $1bn debt offering. William Anderson, who co-chairs the corporate and securities department, assisted Phillips 66 with its recent public offering of $1.5bn of senior notes. Charles Still, who co-chairs the corporate and securities group, is also recommended.
Acting primarily for issuers, Dechert LLP is noted as ‘a leader in advising business development companies’, and is also well known in the life sciences sector. Recent highlights included James Lebovitz, who splits his time between Philadelphia and New York, advising a business development company on a $500m senior notes offering. In a high-profile multi-jurisdictional deal, Philadelphia partners William Lawlor and Ian Hartman advised Crown Holdings on two private placements of notes worth €335m and €500m respectively, which were issued by its French subsidiary. The team also advised Crown on a $875m private placement of notes issued by US subsidiaries. Boston-based Thomas Friedmann and New-York based David Rosenthal co-chair the corporate finance and capital markets practice.
DLA Piper LLP (US)’ issuer-focused debt practice had a strong showing in the real estate sector over the past year. Notable highlights included New York-based Christopher Giordano advising global REIT WP Carey on a €500m notes offering on the Irish Stock Exchange. In addition, Phoenix-based David Lewis assisted STORE Capital with its $350m senior notes offering. Other significant areas of experience include TMT, cross-border offerings and energy and natural resources. The group also handles underwriter-side work. Finance chair Jamie Knox, who recently advised US Steel on a $650m notes offering, and capital markets chair Christopher Paci are key contacts in New York office.
Faegre Baker Daniels
Faegre Baker Daniels has an established track record of advising heavyweight issuers on debt transactions. Wells Fargo & Company is a key client for the practice group and Minneapolis-based Sonia Shewchuk and Dawn Holicky Pruitt advised various Wells Fargo entities on a string of public and private debt offerings over the past year, including 144A transactions. Other longstanding clients include Zimmer Biomet Holdings, which Indianapolis-based Janelle Blankenship recently advised on a $750m senior notes offering, and Black Hills Corporation, which Minneapolis-based Brandon Mason advised on a $400m notes offering. Ben Stacke, also based in Minneapolis, was promoted to partner.
Fried, Frank, Harris, Shriver & Jacobson LLP’s robust acquisition finance practice is well versed in representing private equity sponsors in bond offerings. The New York-based team also stands out for its expertise in financial services and energy-related matters, as well as cross-border transactions. Among its issuer-side highlights, Joshua Coleman assisted ONEOK with notes offerings totaling $1.2bn. On the underwriter front, capital markets head Daniel Bursky paired up with ‘excellent lawyer’ Andrew Barkan to advise Citigroup Global Markets, Goldman Sachs and HSBC Bank on Procter & Gamble’s €2.1bn three-tranche notes offering. The department also includes ‘outstanding up-and-coming partner’ Mark Hayek and newly promoted partner Lee Barnum. Onex and Permira are also among the group’s key clients.
Goodwin, widely regarded as a ‘leader in REIT-related deals’ and a ‘powerful force in technology transactions’, has continued to consolidate its position in its key sectors. Richard Kline, who splits his time between Silicon Valley and San Francisco, chairs the California capital markets group and is a ‘technology specialist’; he acted alongside debt capital markets co-chair James Barri, ‘a fantastic lawyer’ based between Boston and New York, to advise Atlassian on its $1bn private offering of convertible senior bonds. The same team assisted Zendesk with its $575m convertible senior notes offering. The firm has also been developing an underwriter-side practice, and has recently advised banks on offerings in the REIT, technology and life sciences sectors. REITs co-chair Ettore Santucci, who works out of the Boston and New York offices, is also recommended.
Noted for its ‘depth in the energy space’, Hunton Andrews Kurth LLP also ‘punches above its weight’ in the utilities and real estate spheres. The firm secured several high-profile mandates for issuers over the past year, which saw department co-head Susan Failla advising Philip Morris International on two notes offerings totaling €1bn. Peter O’Brien, who co-leads the capital markets practice, and Christina Kwon advised Duke Energy on several debt capital markets deals, including a $500m public offering. On the underwriter front, Houston-based Michael O’Leary acted for the underwriters on $2bn worth of senior notes offerings by Kinder Morgan. The group also benefits from the experience of Houston-based co-lead Courtney Cochran Butler and Richmond-based real estate capital markets head David Wright. Named attorneys are based in New York, unless otherwise stated.
A strong performer in energy offerings, King & Spalding LLP’s recent debt capital markets work also spanned the financial services, natural resources and real estate sectors. The group is the preferred counsel for several large seasoned issuers, such as SunTrust Banks which recently turned to the firm for advice on its $1.2bn offering of senior bank notes — Atlanta-based Zachary Cochran led that deal. In addition, Atlanta-based department lead Keith Townsend advised Total System Services on notes offerings totaling $1bn. The team has also recently undertaken work for ConocoPhillips, Colonial Pipeline Company and Mueller Water Products.
Milbank’s debt capital markets practice handles a diverse range of acquisition finance-related matters, project bond deals and sovereign bond transactions. Highlighted by sources for its ‘stellar financial institution relationships’, the group continues to be weighted towards underwriter-side mandates, although it also handles a significant volume of issuer-side work particularly in the aviation, infrastructure and energy spheres. Highlights included Brett Nadritch and James Pascale advising a group of investment banks, led by Credit Suisse Securities (USA) and Citigroup Global Markets, on United Airlines’ $935m offering of enhanced equipment trust certificates. Nadritch also advised the underwriters on two offerings of senior notes by ITC Holdings totaling $1bn. Among its work for issuers, Paul Denaro acted for the Government of Bermuda in its $620m bond offering. The New York-based group also includes global capital markets head Marcelo Mottesi and US securities lead Rod Miller.
The securities practice at Morgan, Lewis & Bockius LLP, best known for its issuer-side work, handles a significant volume of energy and financial services-related deals. In New York, Thomas Giblin is a popular choice for energy and utilities issuers and recently advised American Water Works, and its finance subsidiary American Water Capital, on $1.3bn worth of senior notes offerings. Giblin also assisted Florida Power & Light with its $1bn issuance of first mortgage bonds. In Washington DC, Sean Donahue has a strong record in corporate governance matters and recently advised Clorox on a $400m debt offering. The group also benefits from the senior experience of Joanne Soslow, who acts as deputy chair of the corporate practice, and Justin Chairman, both of whom are based in Philadelphia.
O'Melveny & Myers LLP’s capital markets practice has a broad industry focus, with its recent activity mainly concentrated in the aviation, automotive and real estate sectors. Los Angeles office managing partner John-Paul Motley chairs the group and acts for a diverse stable of corporate issuers; he recently advised Edwards Lifesciences on a $600m notes offering, and also acted for Air Lease in relation to a $500m debt offering. Daniel O’Shea, David Ni and former department head Michael Schiavone left for Sidley Austin LLP.
Orrick, Herrington & Sutcliffe LLP’s team has an established track record in public finance deals, and is noted for its expertise in the energy and technology sectors, as well as its longstanding relationships with major corporate issuers such as Levi Strauss. On the public sector front, San Francisco-based Roger Davis advised the Public Finance Authority on a $150m bond issuance to finance the development of a proton therapy facility in New Jersey. On the corporate side, the team advised Viavi Solutions on two transactions totaling $221m; Silicon Valley-based Ed Batts and New York-based Stephen Ashley led that work. The global capital markets group is jointly led by San Francisco-based William Hughes, who joined in 2018 from Fenwick & West LLP, and Christopher Austin, who splits his time between New York and Silicon Valley.
‘Very good on the underwriter side’, Paul Hastings LLP impresses with a number of ‘close-knit relationships that drive its capital markets offering’. In addition, the firm houses a growing issuer practice, which is particularly active in cross-border, and especially Latin America-related transactions. In a recent example of the latter, New York partners Arturo Carrillo and Michael Fitzgerald, who heads the Latin America practice group, advised Mexico-headquartered Sigma Alimentos on a $500m international bond offering by its subsidiary, Sigma Finance Netherlands. Among its underwriter-side engagements, Houston-based of counsel Will Burns advised JP Morgan, Mitsubishi UFJ Financial Group and Mizuho Bank, as bookrunners, on a $1bn notes offering by Chevron Phillips Chemical Company LP and Chevron Phillips Chemical Company LLC. New York’s Yariv Katz is also a key contact and advised the joint bookrunners on Blackstone Mortgage Trust’s $220m offering of convertible senior notes.
White & Case LLP’s manager-side practice posted an impressive performance over the past year. Perhaps the group's flagship highlight, Andrew Weisberg acted for the underwriters in Syngenta Finance’s $4.7bn notes offering. In another high-value bank-side mandate, Gary Kashar acted for the underwriters in L3 Technologies’ $1.8bn senior notes offering. Among its issuer-side deals, regional practice head John Vetterli, together with Weisberg, assisted Avangrid with its $600m green bond offering. Other key contacts in the New York-based group include Colin Diamond and Michelle Rutta. In 2018, the group was bolstered by the hires of Latin America specialist Taisa Markus from Paul Hastings LLP and Rupa Briggs from Shearman & Sterling LLP.
WilmerHale’s firm-wide depth in the life sciences area continues to be strongly reflected in its capital markets practice. The issuer-focused group is also routinely engaged by technology and telecoms companies. Erika Robinson, based in Washington DC, co-chairs the department and recently advised Akamai Technologies on a $1.2bn offering of convertible notes. Robinson also paired up with Washington DC-based Justin Ochs to act for Analog Devices in a $750m notes offering. New York-based Brian Johnson co-chairs the group, which also counts Entegris, Karyopharm Therapeutics and Thermo Fisher Scientific among its key clients.