Capital markets: equity offerings in United States
Although the firm is perhaps more widely recognized for its market-leading high-yield debt capability, Cahill Gordon & Reindel LLP’s equity practice has consistently ranked in or around the top ten most active groups nationally for manager-side offerings by deal count over recent years. Of late, William Hartnett advised the underwriters on PlayAGS’ $164m IPO, and also advised the underwriters on two secondary offerings of PlayAGS’ common stock totaling $285.5m Other key clients include Morgan Stanley, which Jonathan Schaffzin advised on a $543.5m secondary offering of Norwegian Cruise Line shares, and Citigroup Global Markets, which Hartnett, Schaffzin and William Miller advised on Keane Investor Holdings’ $279.5m secondary offering of shares in Keane Group.
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP’s compact New York-based practice leverages the wider firm’s global institutional relationships to advise an impressive roster of companies, investment banks, selling stockholders and private equity funds on the full scope of equity offerings. Group head Valerie Ford Jacob was instructed by KLX Energy Services Holdings to advise on its IPO, as part of its larger $4.3bn acquisition by Boeing and the related spin-off of KLX Energy Services Holdings. Michael Levitt is also a key contact in the two-partner team and advised funds affiliated with Goldman Sachs, as selling shareholders, on a $82.6m block trade of Benefitfocus’ common stock. Bank of America Merrill Lynch and CVC Capital Partners are also key clients. Paul Tropp joined Ropes & Gray LLP.
Although Winston & Strawn LLP’s growing equity practice is well versed in advising both issuers and managers, it is particularly prominent on the manager side, where it enjoys close links to major investment banks such as JPMorgan Chase, Bank of America, Citigroup and Morgan Stanley. New York-based capital markets chair Joel Rubinstein was involved in several high-profile SPAC-related deals over the past year, including advising the underwriters on the $690m IPO of Churchill Capital Corp and also advising the underwriters on Forum Merger II Corporation’s $200m IPO. On the issuer side, Dallas-based Charles Haag, who recently joined from Jones Day, advised FTS International on its $400m IPO.
‘Among the leading firms worldwide for capital markets’, Cleary Gottlieb Steen & Hamilton is commended for its ‘comfort with regulatory issues and anticipation of problems, which brings tremendous efficiency to complicated deals’. The New York-based team, which ‘goes above and beyond expectations to drive process and execute according to plan’, brings to bear strong expertise in private equity-related transactions and complex cross-border matters. Among the names to note, Jeffrey Karpf is ‘very strong in the equity space’; he advised Cushman & Wakefield (and its principal shareholders TPG, PAG Asia Capital and Ontario Teachers’ Pension Plan Board) on its $831m IPO. In another issuer-side highlight, Adam Fleisher (noted for his ‘unrivalled client service attitude and commercial practicality’) and Sandra Flow advised GrafTech International, and its majority stockholder, on its $525m IPO and its subsequent $460m secondary follow-on offering. On the manager front, Karpf paired up with Michael Dayan to act as product counsel to the underwriters on a $852m stock offering by Alexandria Real Estate Equities; the team also advised the forward purchasers on the transaction. Other key contacts include David Lopez and Sung Kang. Seasoned specialists Alan Beller and Leslie Silverman recently took senior counsel roles.
Davis Polk & Wardwell LLP
‘One of the top practice groups in the country’, Davis Polk & Wardwell LLP is widely revered for its deep bench, which comprises ‘knowledgeable, talented and immensely practical lawyers’. A popular counsel for both issuers and managers, the firm is most admired for its premier manager-side practice, which ranked among the best for US equity offerings by deal value in 2018. In New York, Richard Truesdell is lauded as ‘the top choice for complex issues - the banks trust him more than anyone’; he and New York-based Derek Dostal advised the representatives of the underwriters on Focus Financial Partners’ $615.4m IPO. Also in New York, Michael Kaplan, noted as a ‘heavy-hitter’, teamed up with Shane Tintle and Marcel Fausten to advise the underwriters on three equity offerings by Hilton totaling $6.7bn. In Menlo Park, Alan Denenberg is singled out as ‘the face of the firm on the West Coast and beloved by the banks’; he, together with Sarah Solum, advised the underwriters on a string of equity offerings by GoDaddy worth a combined $3.8bn. Denenberg and Solum also assisted Pivotal Software with its $603.1m IPO. Other recommended names in New York include Deanna Kirkpatrick, who is ‘very strong on both debt and equity transactions’, Maurice Blanco, who is ‘absolutely brilliant’, and 'phenomenal' up-and-coming partner Byron Rooney.
The ‘standout tier-one practice’ at Latham & Watkins LLP really ‘covers the waterfront for capital markets deals’, according to sources. Widely recognized for its ‘spectacular senior partners’ and ‘collaborative style’, the team had a banner year, which saw it rank among the top two firms for US equity offerings by deal value for both issuers and managers. The technology sector, in line with market trends, was a primary source of instructions over the past year, but the diverse group also secured high-profile mandates relating to the life sciences and retail industries. Among its recent headlines, global corporate chair Marc Jaffe, held up as ‘the go-to specialist in the capital markets space’, teamed up with Gregory Rodgers and Benjamin Cohen to advise Spotify Technology on its groundbreaking direct listing on the NYSE. Jaffe also acted alongside global capital markets co-chair Ian Schuman (‘an immense deal-maker’) and the London office to assist Farfetch with its $1bn IPO and private placement. On the manager side, Washington DC-based Rachel Sheridan advised Morgan Stanley and JP Morgan as underwriters on Carbon Black’s $174.8m IPO. The group also includes Michael Benjamin and Senet Bischoff and up-and-coming partner Nathan Ajiashvili. Named partners are based in New York, unless otherwise stated.
‘A leader in equity capital markets’, Simpson Thacher & Bartlett LLP finds favor for its ‘talented and very knowledgeable lawyers’, who ‘don't look to pick fights but know how to collaborate to get a deal across the line’. The ‘premier team’ is particularly noted for its ‘strong expertise in major private equity-related deals’, which recently included New York-based Joseph Kaufman (‘very strong and great to deal with’) advising National Vision Holdings, and entities affiliated with KKR, on two secondary offerings totaling $1.1bn. Kaufman also advised BrightView Holdings, a portfolio company of KKR, on its $539m IPO. In another set of private equity-related deals, Washington DC-based Joshua Bonnie, ‘a clear market leader’, and New York’s Edgar Lewandowski advised Hilton Worldwide Holdings on several deals, including on a $1.4bn share sale by certain selling stockholders affiliated with Blackstone. In Palo Alto, Kevin Kennedy, who provides ‘a safe pair of hands’, is highly regarded for technology-related offerings; he acted for the underwriters, led by Goldman Sachs and JP Morgan Securities, on Dropbox’s $969.4m IPO. Other key contacts in New York include global capital markets head Arthur Robinson, Richard Fenyes, who assisted First Data with its $1.7bn secondary offering, and Kenneth Wallach.
Skadden, Arps, Slate, Meagher & Flom LLP
‘Among the best capital markets firms globally’, Skadden, Arps, Slate, Meagher & Flom LLP’s impressive recent run of cross-border deals is testament to its position as ‘a leader worldwide for equity deals’. In particular, sources highlight its ‘tier-one China practice’; in a recent example of its expertise in that area, New York-based biotech specialist Andrea Nicolás acted alongside the Hong Kong office to advise Nasdaq-listed BeiGene on its $903m Hong Kong IPO and global offering. The firm also secures an impressive volume of high-profile IPO mandates from managers, such as Gregory Fernicola’s recent work advising the underwriters on GreenSky’s $1bn IPO. Michael Zeidel, who heads the Americas capital markets group, advised Cantor Fitzgerald and Mizuho Securities USA, as joint book-running managers, on both Evolus’ $69m IPO and its $92.5m equity offering. Other sweet spots include REIT-related matters, where it is highlighted as ‘a major player’. The New York-centered group also benefits from the expertise of global capital markets head David Goldschmidt, noted as a ‘consummate professional’, and Dwight Yoo.
A dominant player in life sciences and technology, Cooley LLP’s industry sweet spots serendipitously aligned with the IPO market’s most lucrative sectors during 2018, which saw the firm attract a string of quality instructions in some of the year’s most high-profile equity offerings. The group secured several heavyweight issuer-side mandates but also continues to build up its manager expertise. Among the names to note, San Francisco-based global capital markets co-head David Peinsipp is highlighted as ‘really driving the market’; he acted with Palo Alto’s Eric Jensen to assist DocuSign with its $723.7m IPO. In another highlight, San Francisco-based public companies co-chair Chadwick Mills advised Seattle Genetics on its $690m public offering. Other recent issuer clients include Autolus Therapeutics, Snap and Stitch Fix. On the manager front, it advised the underwriters on a $258.7m public offering by Ascendis Pharma — San Diego-based global department co-chair Charlie Kim, San Francisco-based Jonie Kondracki and New York-based Div Gupta co-led that work.
Widely recognized as ‘a heavyweight underwriters’ counsel’, Cravath, Swaine & Moore LLP also has a robust issuer-side practice that is particularly prominent in cross-border offerings. The New York-based group is best known for its deep bench, which is especially impressive at senior level, and its close relationships with all the major investment banks. North America capital markets head Andrew Pitts, ‘a simply great attorney’, enjoys a strong profile in the market and recently teamed up with financing practice co-head William Fogg to advise the underwriters (led by Morgan Stanley and JP Morgan) on Baker Hughes’ $2.1bn secondary offering. Pitts also advised the initial purchasers on VICI Properties’ $1bn private placement. Craig Arcella, who co-leads the financing group, advised Morgan Stanley as the underwriter on a $1.1bn common stock offering by State Street. Among its issuer highlights, financing co-head Stephen Burns, together with Johnny Skumpija, assisted Crown Castle International with its $831m common stock offering. Other key contacts include Scott Bennett (‘a really great lawyer’) and William Whelan.
Debevoise & Plimpton LLP’s equity capital markets practice leverages the firm’s top-drawer private equity offering to specialize in advising private equity sponsors, and their portfolio companies, on strategic transactions. Peter Loughran is a key contact and advised DE Shaw, as selling shareholder, on two secondary offerings by James River Group, worth $119m and $120.3m respectively. In another example of the group’s signature strength, Paul Rodel assisted Atkore International, a portfolio company of Clayton, Dubilier & Rice, with two secondary offerings totaling $273m. Matthew Kaplan and Steven Slutzky co-lead a New York-based team that also counts AXA, Discovery Communications and Principal Financial Group among its clients.
The New York-based practice at Fried, Frank, Harris, Shriver & Jacobson LLP strikes a balance between issuer and underwriter-side work, but is arguably best known for its track record in advising private equity sponsors. Corporate finance specialist Daniel Bursky heads the department and recently teamed up with Mark Hayek, who is ‘absolutely outstanding’, and Lee Barnum to advise Barclays, as underwriter, on Athene Holding’s $507m follow-on offering. Among its issuer-side highlights, Andrew Barkan (‘the complete package’) and Meredith Mackey acted for AEA-backed Evoqua Water Technologies, and certain selling shareholders, on Evoqua’s $500m IPO. Barkan and Barnum also advised At Home Group on four sizeable follow-on offerings, which included a $331m offering. Other representative clients include Cranemere, Onex and Permira.
Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP, which combines a well-established issuer-side practice with a growing underwriter-side offering, is distinguished by its diverse sector focus, with its recent experience spanning the technology, retail, construction and consumer products spheres. Among its highlights, New York-based capital markets co-chair Andrew Fabens advised CoStar on a $750m common stock offering. In Houston, department co-chair Hillary Holmes, who is recommended for energy-related transactions, advised the underwriters on a $218.5m equity offering by Carrizo Oil & Gas. San Francisco-based Stewart McDowell, who brings to bear a strong record in technology deals, and Los Angeles manager partner Peter Wardle, who recently advised Eros International on a $122.5m direct offering of senior convertible notes, also co-chair the group.
The ‘exceptionally knowledgeable group’ at Goodwin is variously lauded as ‘a dominant player in technology transactions’, ‘a leader in the REITs space’ and also ‘strong in life sciences’. The firm’s issuer-side practice had a banner year, which included several flagship IPOs, and also continued to attract high-profile mandates from managers. Among the names to note, California capital markets chair Richard Kline is ‘a powerful force in technology deals’. Kline, who splits his time between Silicon Valley and San Francisco, paired up with Boston-based James Barri (‘among the best in the business’) to advise Guidewire on its $200m offering of common stock and concurrent $360m offering of convertible senior notes. In a headline IPO, a Boston-based team co-led by Stuart Cable, Arthur McGivern and Sarah Ashfaq assisted Rubius Therapeutics with its $277.3m upsized IPO. On the manager side, Boston-based Robert Puopolo and New York-based Seo Salimi advised the underwriters on Arvinas’ $120m IPO.
Among Hogan Lovells US LLP’ key attributes, sources commend its ‘strong presence in REIT-related matters’ and its ‘well-known life sciences expertise’. In addition, the wider firm’s signature regulatory offering also ensures a stream of activity in the TMT, energy and financial institutions spheres. In a recent example of its REIT work, Stuart Barr advised Park Hotels & Resorts on the sale by its largest shareholder, China-headquartered HNA Group, of approximately $1.4bn in common stock through a public secondary offering and a concurrent privately-negotiated repurchase of shares by Park Hotels. Dell Technologies is a marquee client and it turned to Richard Parrino to assist with the $638m IPO of its subsidiary Pivotal Software. REITs specialist David Bonser heads a practice which has also recently undertaken work for Optinose, QTS Realty Trust and Rexahn Pharmaceuticals. All named attorneys are based in Washington DC.
‘A top-notch player for issuers on private equity-related offerings’, Kirkland & Ellis LLP’s ‘incredibly smart and pro-business group’ is also a regular fixture on manager-side mandates. In addition, the team recently strengthened its Los Angeles-based offering with the hires of Philippa Bond and Monica Shilling from Proskauer Rose LLP. Among the team's highlights, Christian Nagler assisted Leo Holdings (a SPAC formed by private equity house Lion Capital) with its $200m IPO. Nagler also acted for an SPAC formed by Carlyle on its $300m IPO. The firm’s issuer-side practice is not limited to private equity-related work and in an example of its broad corporate base, Joshua Korff, noted as ‘a great lawyer’, and Michael Kim acted for Avaya Holdings on its $300m offering of convertible senior notes. On the manager front, Nagler advised Goldman Sachs and Deutsche Bank on the $250m IPO of SPAC, DFB Healthcare Acquisitions. Richard Aftanas and Chicago-based Dennis Myers are also key contacts. Named partners are based in New York unless otherwise stated.
‘Dedicated, talented and thorough’, Paul, Weiss, Rifkind, Wharton & Garrison LLP is praised for its ability to ‘seamlessly and efficiently execute deals’ and also to ‘deliver tailored and timely advice on complex issues’. The practice, which is commended as ‘doing a great job for issuers’, routinely advises private equity sponsors and public companies on equity offerings, with notable expertise in the TMT, leisure, apparel and energy arenas. Among its recent headline deals, Tracey Zaccone (‘a great talent and a joy to work with’) advised ADT on its $1.4bn IPO. Group co-head John Kennedy, who is ‘an exceptional securities attorney with a mastery over the entire landscape’, advised Taylor Morrison Home on three common stock offerings totaling over $1bn. Other key contacts in the New York-based group include department co-lead Gregory Ezring, who ‘advocates for his clients, while seeking to get deals done’, and deputy corporate chair Monica Thurmond.
In 2018, Proskauer Rose LLP bolstered its capital markets practice with two hires into its Washington DC office: William Tuttle, who joined from Dechert LLP, and Karen Garnett, who joined from the SEC, and has expertise in securities regulation. The department, which is particularly active on behalf of issuers, is widely recognized for its experience in the financial services, life sciences and real estate sectors. Recent work in New York included global capital markets co-chair Frank Lopez advising blank check company, Leisure Acquisition Corporation, on its $200m IPO. On the life sciences front, New York-based Julie Allen assisted Solid Biosciences with its $125m IPO. New York-based Stuart Bressman is also recommended.
Private equity powerhouse Ropes & Gray LLP maintains its ‘great reputation for issuer-side work’ and continues to handle major strategic matters for private equity sponsors and repeat corporate issuers, including Bain Capital, Canada Goose and TPG. In addition, the arrival of Paul Tropp — previously head of the New York capital markets practice at Freshfields Bruckhaus Deringer LLP — underpins its growing strength on the manager side. For example, Tropp recently advised Credit Suisse Securities, as lead of a 12-bank syndicate, on a $753m follow-on offering by Annaly Capital Management. On the issuer front, Boston-based Craig Marcus assisted Bright Horizons Family Solutions with two follow-on offerings worth $328m and $473m respectively. In San Francisco, Thomas Holden acted for Wright Medical Technology on its private placement of $675m of convertible senior notes. Boston-based partners Patrick O’Brien and Paul Kinsella co-chair a securities and public companies group that was further boosted by the arrival of counsel Christopher Capuzzi, who also joined from Freshfields Bruckhaus Deringer LLP.
‘A global player in capital markets’, Shearman & Sterling LLP impresses with its ‘strong involvement in Latin America-related transactions’ and its ‘great relationships with underwriters’. Key contacts include Ilir Mujalovic, who had a busy year advising various underwriters on a string of debut offerings, such as Axonics Modulation Technologies’ $120m IPO and Inspire Medical Systems’ $124.2m IPO. Jason Lehner, who splits his time between Toronto and New York, advised the underwriters on ONEOK’s $1.2bn share offering. In a high-profile issuer mandate, Harald Halbhuber acted alongside the firm’s Sao Paulo office to assist PagSeguro Digital on its $2.6bn IPO on the NYSE. Jonathan DeSantis, who heads the capital markets practice for the Americas, and Merritt Johnson are also noted. Named attorneys are based in New York, unless otherwise stated.
‘A dominant player in energy deals’, the consensus is that Vinson & Elkins LLP ‘owns the oil and gas space’. The practice, which is particularly active on behalf of issuers, also garners a significant share of REITs, private equity, life sciences and technology-related offerings. Sources highlight capital markets co-chair David Oelman and the ‘up-and-coming’ Ramey Layne as ‘having more experience advising energy issuers than any other partner combination in the market’; together, the Houston-based specialists advised Liberty Oilfield Services on its $248.9m upsized IPO. Layne also acted alongside New York’s Brenda Lenahan to assist Spartan Energy Acquisition Corporation with its $552m IPO. On the technology front, Paul Tobias and Wesley Jones, both of whom are based in Austin, advised SailPoint Technologies Holdings on its $276m IPO. In Houston, the group also draws on the experience of firm chairman Mark Kelly and department co-lead Matthew Strock, while REITs expert Daniel LeBey is recommended in Richmond.
The ‘extremely committed’ Weil, Gotshal & Manges LLP sets itself apart through its ‘incredibly deep bench of attorneys, who demonstrate exceptional knowledge of the law and capital markets’. Although it can turn its hand to any side of a deal, the mainly issuer-focused group stands out for its formidable private equity expertise. Alexander Lynch heads the group and brings to bear an enviable record in advising private equity clients, and their portfolio companies, on equity deals; he recently advised Advent International on its $1.2bn share offering. He also advised funds owned by the Goldman Sachs Group on a $1.1bn secondary sale of their remaining shares in TransUnion. In a flagship IPO, Corey Chivers advised Elanco Animal Health, the animal health division of Eli Lilly, on its $1.7bn IPO. The New York-based team also includes Faiza Rahman, who is ‘accessible 100% of the time and provides invaluable advice’, and Michael Hickey, who recently joined from Goldman Sachs.
‘A specialist player in the energy area’, Baker Botts L.L.P. also houses complementary niche expertise in master limited partnerships and transportation matters. The ‘thoughtful and problem-solving team’ is led from Houston by MLP expert Joshua Davidson, who is ‘unparalleled in his responsiveness and attention to detail’; he and Austin-based Mollie Duckworth advised Shell Midstream Partners on both a public offering and a private placement totaling approximately $900m. Jason Rocha, also in Houston, is highlighted for his ‘commitment to truly partnering with the client to maximize value on each capital markets transaction’. Rocha recently assisted Kimbell Royalty Partners with its $110m private placement of convertible preferred units. On the manager front, Davidson advised the underwriters on Liberty Oilfield Services’ $194.4m IPO. Houston-based Sarah Dodson is also noted as an ‘exceptionally gifted associate with a unique ability to synthesize difficult legal concepts’. In 2018, the firm hired a four-partner team from Vinson & Elkins LLP, comprising Michael Rosenwasser, Adorys Velazquez and Michael Swidler in New York and Washington DC-based Catherine Gallagher. It also added Justin Hoffman, formerly at Kirkland & Ellis LLP, to its Houston office.
‘Collaborative, involved, professional and prompt’, Dechert LLP attracts praise for ‘seeking to understand the client’s business to provide a value-add service’. The group, which acts for corporate issuers and investment banks, is particularly prominent in advising business development companies and life sciences clients on equity deals. Among its recent highlights, Philadelphia-based private equity specialist Kenneth Young advised Corporate Capital Trust, a business development company, on its NYSE listing. New York-based group co-chair David Rosenthal (‘a trusted and valued advisor’) acted alongside Philadelphia’s Gregory Schernecke to advise Aquestive Therapeutics on its $67.5m IPO. Other key contacts include Boston-based department co-chair Thomas Friedmann, Philadelphia-based James Lebovitz and business development company specialist Harry Pangas, who recently joined in Washington DC from Eversheds Sutherland.
Among Fenwick & West LLP’s chief attributes, sources highlight its ‘great communication skills’, ‘attention to detail’ and ‘inside-out knowledge of SEC rules and regulations’. The California-headquartered firm is a leading player in technology and life sciences offerings and is routinely involved in some of the most high-profile IPOs in those industries, mainly acting for issuers but also increasingly for managers. In one matter, the firm recently advised the underwriters on the $1bn IPO of Farfetch; the deal was led by group co-chair James Evans (‘a great lawyer on all fronts’), who splits his time between the firm’s Seattle, Mountain View and New York offices. In another manager-side highlight, Evans paired up with ‘outstanding’ department co-chair Robert Freedman, who splits his time between San Francisco and Boise, to advise the underwriters on Pivotal Software’s $638.2m IPO. On the issuer side, Mountain View-based Gordon Davidson advised Bloom Energy on its $270m IPO, while Seattle-based corporate chair Alan Smith advised Smartsheet on its $175m IPO. Other recent issuer clients also include Audentes Therapeutics, Cloudera and Redfin. Former co-head Jeffrey Vetter joined Gunderson Dettmer LLP.
The 'solution-oriented' team at Paul Hastings LLP strikes the right note with its ‘thoughtful, creative and practical advice’ combined with ‘consistently great execution’. Widely recognized for its ‘strong presence in Latin America-related deals’, the New York-based group is also noted for its ‘close relationships with underwriters’. In a highlight example of its strong suit, Latin America practice head Michael Fitzgerald teamed up with Arturo Carrillo and Joy Gallup to advise Credit Suisse, as global coordinator, and the initial purchasers on Grupo Aeroportuario de la Ciudad de Mexico’s $1.6bn IPO of Fibra E shares on the Mexican stock exchange. Yariv Katz, praised as ‘a young powerhouse of a lawyer’, advised the joint book-running managers on Sun Communities’ $500m follow-on offering. The group has also recently advised on equity offerings for issuers such as Grupo Traxión, Kratos Defense & Security Solutions and Viking Therapeutics. Other key contacts include securities and capital markets chair Michael Zuppone, who is highlighted by sources as ‘an unflappable and seasoned veteran’.
The ‘committed and responsive’ capital markets group at White & Case LLP scores highly for its ‘excellent cross-border capability’ and ‘expertise in emerging markets’, with sources quick to highlight the ‘seamless coordination of its global team’. In a highlight example of its multi-jurisdictional prowess, group head John Vetterli, who splits his time between New York and Sao Paulo, acted with the Sao Paulo office to advise Argentina-based Loma Negra Compañía Industrial Argentina Sociedad Anónima on its IPO and listing of American depositary shares on the NYSE, totaling $1.1bn. The firm also secures a steady stream of sizeable domestic mandates. Most notably, Colin Diamond, who ‘combines broad knowledge with creative thinking’, and Holt Goddard advised the underwriters on BJ’s Wholesale Club Holdings’ $733m IPO and also on its $837.2m secondary offering. Diamond and Goddard also paired up to advise HNA Tourism Group on the $1.3bn sale of the common stock of Park Hotels & Resorts and the subsequent repurchase by Park of 14 million shares. Named attorneys operate from New York, unless otherwise stated.
‘A dominant force in the life sciences arena’, WilmerHale houses a specialist issuer-side practice, which is regularly called upon by technology, pharmaceutical, medical devices and electronics companies to advise on IPOs, follow-on public offerings and Rule 144A placements. Highlights included Boston-based Cynthia Mazareas assisting Agios Pharmaceuticals with its $516.2m equity offering. Among its recent IPO highlights, New York-based capital markets co-chair Brian Johnson advised Arvinas on its $120m IPO, while Boston’s David Westenberg advised Casa Systems on its $89.7m IPO. Washington DC-based department co-chair Erika Robinson and Boston-based life sciences specialist Stuart Falber are also recommended.
Clifford Chance’s New York-based practice, which is weighted towards underwriter-side work, excels in REIT-related offerings in line with its signature strength. The firm’s premier cross-border capability also marks it as ‘a leader in coordinating global offerings’. In a deal that showcases both of its sweet spots, Jason Myers and department co-chair Kathleen Werner advised the underwriters on China-headquartered HNA Tourism Group’s secondary offering of common stock of Park Hotels & Resorts. In another multi-jurisdictional highlight, Jake Farquharson advised the underwriters on the $890m IPO of Mexican energy and infrastructure investment trust, CFE Fibra E, which marked the first Fibra E securities to be sold in the US and international capital markets. Jonathan Zonis co-heads a department that also includes the ‘exceptionally strategic’ Hugo Triaca, who recently joined from Skadden, Arps, Slate, Meagher & Flom LLP.
The ‘experienced and practical’ group at DLA Piper LLP (US) impresses with its ‘efficient execution on complex transactions’. The firm’s expansive domestic and international network is also a recurring theme and one source comments, ‘as one of the largest firms, it can use its scale to ramp up quickly on sophisticated matters’. Global corporate co-chair John Gilluly, who splits his time between Austin, Dallas and Houston, is ‘incredibly knowledgeable, available and committed’ and advised SolarWinds on its IPO. In another issuer-side headline, Phoenix-based Gregory Hall assisted Mesa Air Group with its $115.6m IPO. The group also benefits from the senior experience of finance chair Jamie Knox, who is ‘experienced, smart and always available’, and US capital markets head Christopher Paci, both of whom are based in New York.
Eversheds Sutherland’s ‘client-oriented, responsive and thoughtful’ group scores highly for its ‘great interaction with the in-house team’. The issuer-focused practice stands out as a ‘leader in transactions involving business development companies’, with Washington DC-based group head Steven Boehm praised for his ‘strong subject matter knowledge’. Among Boehm’s recent highlights, he advised Saratoga Investment on a $27.2m equity offering. Executive partner Cynthia Krus, also based in Washington DC, is another key contact and advised OFS Credit Company, a registered closed-end fund, on its $50m IPO. Other representative clients include Ares Capital, Blackrock Capital Investment and Goldman Sachs Middle Market Lending.
‘A reliable team for sophisticated transactions’, Hunton Andrews Kurth LLP’s underwriter-side practice impressed during 2018 with a run of high-profile engagements for major investment banks. The REITs, power, energy and retail sectors provide the bulk of instructions and sources say, ‘it really punches above its weight in its key areas’. In New York, group co-head Peter O’Brien, together with Christina Kwon, advised Credit Suisse Securities (USA) as placement agent on utility company NiSource’s $606m private placement. David Wright, who co-leads the group from Richmond, advised the lead underwriters on a $165m follow-on offering by Agree Realty Corporation. Susan Failla and Courtney Cochran Butler also co-lead the group from New York and Houston respectively.
Jones Day houses a diverse capital markets practice that is equally adept at advising underwriters and issuers, with strong recent showings in the consumer products, financial services and energy sectors. The firm’s comprehensive national practice is particularly prominent in Cleveland, where corporate finance specialist Michael Solecki recently advised Conagra Brands on a $575m stock offering. In another headline issuer mandate, Kimberly Pustulka, who is also based in Cleveland, assisted YETI Holdings with its $288m IPO. Among its manager-side highlights, key contact Christopher Kelly, who splits his time between New York and Cleveland, advised the underwriters on KeyCorp’s $425m public offering of depositary shares.
King & Spalding LLP fields a robust issuer-focused practice, with recent experience in energy and natural resources, life sciences, financial services and TMT-related transactions. In a significant boost to its national profile for equity deals, the group secured several IPOs over the past year. Most notably, Spencer Johnson assisted Americold Realty Trust with its $833.5m upsized IPO. In addition, capital markets lead Keith Townsend paired up with Zachary Cochran to advise EVO Payments on its $258m IPO. Townsend also advised SunTrust Banks on its $500m public offering of depositary shares. Named attorneys are based in Atlanta.
According to sources, ‘increasingly active’ Mayer Brown has ‘really upped its game recently’, due in no small part to the arrival of an experienced team from Morrison & Foerster LLP in early 2018, which included new group co-head Anna Pinedo. Pinedo recently advised the underwriters on Mesa Air Group’s IPO. Chicago-based Edward Best co-chairs the group and advised Goldman Sachs, as underwriter, on TD Ameritrade’s $1.4bn secondary offering. The team also secured a significant volume of cross-border deals over the past year, which included David Bakst advising the underwriters on a $208m offering of preferred shares by Brazil-headquartered Banco Inter. Phyllis Korff, who recently joined from Skadden, Arps, Slate, Meagher & Flom LLP, Jerry Marlatt and Chicago-based group co-lead Jon Van Gorp are also recommended. Named attorneys are based in New York, unless otherwise stated.
‘A great firm for global offerings’, Milbank distinguishes itself by its ‘close banking relationships’ and its ‘international-facing practice’. The New York-centered group, which routinely handles work for both issuers and underwriters, has a diverse sector focus, but is particularly experienced in the infrastructure, energy and transportation areas. Rod Miller heads the US securities practice and, together with Paul Denaro, advised the managers on Brookfield Infrastructure Partners’ $700m offering of limited partnership units. On the issuer side, Miller advised MGM Growth Properties on its $386.6m follow-on offering. Also recommended is Latin America specialist Marcelo Mottesi, who heads the global capital markets practice.
Morgan, Lewis & Bockius LLP’s ‘very solutions-focused team’ is praised by global clients for its ‘strong local knowledge and ability to overcome unexpected problems as they arise’. The group, which is involved in a relatively even split of issuer and underwriter-side work, handled a steady stream of energy, financial services and TMT-related deals during 2018. Among its highlights, New York-based Christopher Jensen advised Newmark Group on its $325m IPO. John Hood, also in New York, advised Entergy on a $1.1bn offering of common stock through a series of equity forward agreements. Other key contacts include New York-based Thomas Giblin, who brings to bear a strong record in energy matters, and Philadelphia-based Joanne Soslow.
The life sciences and REIT sectors accounted for most of Morrison & Foerster LLP’s equity transactions during 2018. Among its highlights, Northern Virginia-based Stephen Thau and San Francisco’s Alfredo Silva advised Menlo Therapeutics on its $136.9m IPO. On the REIT front, Los Angeles-based senior of counsel Kenneth Kohler assisted Alexandria Real Estate Equities with a significant public share offering. The firm also acts for managers, which recently included Washington DC-based Justin Salon advising the underwriters on Plymouth Industrial REIT’s $42.5m follow-on offering of shares. San Francisco-based Gavin Grover and Washington DC-based Scott Lesmes co-chair the department together with Washington DC-based David Lynn, who recently rejoined the practice from Jenner & Block LLP. The firm also recently added corporate finance partner John Owen in New York from Jones Day.
Orrick, Herrington & Sutcliffe LLP’s group, which is well represented on both the East and West Coasts, continues to broaden its work for banks. Highlights included global capital markets co-chair Christopher Austin, who splits his time between New York and Menlo Park, advising Barclays as underwriter on three public offerings of Rapid7 common stock totaling $190m. Austin also paired up with New York’s Stephen Ashley to advise Credit Suisse and Jefferies, as underwriters, on Intercept Pharmaceutical’s $172.5m follow-on offering. The firm’s issuer-side practice remains robust, with the addition of new global capital markets co-lead William Hughes, who joined in San Francisco from Fenwick & West LLP and has expertise in the technology sector.
Reed Smith LLP
Reed Smith LLP’s strong focus on the healthcare, pharmaceuticals and life sciences sectors results in a steady stream of issuer-side mandates, though the team also acts for prominent underwriters. The firm combines an extensive national platform, which benefits from experienced partners across all four regions of the US, with a robust global network, ensuring it is well versed in sophisticated cross-border transactions. Among its recent highlights, the firm has advised on IPOs, follow-on equity offerings, PIPEs and venture capital investment deals. Key contacts include Chicago-based global corporate co-chair Matthew Petersen, who is noted for his strong expertise in venture capital, and New York-based capital markets lead Danielle Carbone, who brings to bear significant healthcare sector expertise.