Capital markets: global offerings in United States
Cleary Gottlieb Steen & Hamilton, widely admired as ‘an elite firm globally for capital markets’, scores highly for its ‘extremely well-rounded practice’, which demonstrates ‘great experience in advising both issuers and managers’. The team shows equal dexterity in its ability to handle both debt and equity work and it routinely advises on the full scope of offerings, from corporate IPOs through to sovereign bond issuances. Other key attributes, as outlined by sources, include the group’s ‘peerless Latin America capital markets practice’ as well as its ‘strong presence in Europe and Asia’. Among the names to note, ‘very strong’ Jeffrey Karpf advised Cushman & Wakefield and its principal shareholders on its $831m IPO. David Lopez is also highly regarded for global offerings and advised the initial purchasers on $4.5bn worth of concurrent high-yield notes offerings, which included two euro-denominated offerings worth €1.6bn, by finance subsidiaries of Teva Pharmaceutical Industries. Cross-border specialist Jorge Juantorena, who brings to bear an enviable record in Latin American deals, advised the Mexican Ministry of Communications and Transportation, and its subsidiaries Grupo Aeroportuario de la Ciudad de Mexico and Aeropuerto Internacional de la Ciudad de Mexico, on a $1.5bn offering of trust certificates. The New York-based team also includes Adam Fleisher, Nicolas Grabar and Pamela Marcogliese.
‘A global leader in capital markets’, Cravath, Swaine & Moore LLP is highlighted for its ‘great reputation with the major investment banks’, and is also considered ‘a fantastic issuer-side firm’. The group, which practices US law exclusively from its two offices in New York and London, routinely leads offerings across Europe, Latin America and other markets and is active in both debt and equity offerings. Andrew Pitts (‘a simply great attorney’) heads up the North America capital markets team and his broad expertise encompasses the financial services, natural resources and transportation sectors. Among Pitts’ recent deals, he advised Shell International Finance on its $3bn notes offering, and also advised the underwriters on Allergan Funding’s €1.7bn notes offering. Craig Arcella, who co-heads the financing practice, is another seasoned expert; he recently advised the underwriters on a $2bn notes offering by the State of Israel, which were listed on the Bourse de Luxembourg. The firm has also recently undertaken work for AerCap, Costamare and Nestlé. Other key contacts include William Fogg, who co-heads the financing practice, and ‘excellent’ up-and-coming partner Scott Bennett.
Davis Polk & Wardwell LLP
The ‘exceptional group’ at Davis Polk & Wardwell LLP is recognized for its ‘amazing practicality’ and adroit handling of complex deals, whith one source noting it as ‘the go-to firm for sophisticated transactions’. The practice’s breadth is another recurring theme; it is noted as a ‘broad house, which handles a diverse range of work for bulge-bracket banks’, but also impresses with its global work for issuers, particularly on the debt side. The New York-based team fields some of the most well-known names in the capital markets space. In particular, global capital markets co-head Richard Truesdell is ‘extraordinary’ and ‘utterly trusted by banks’; he paired up with Marcel Fausten to act for the financial advisers to Spotify Technology on Spotify’s landmark direct listing on the NYSE. Latin America specialist Maurice Blanco, who splits his time between New York and Sao Paulo, is hailed as ‘an absolutely brilliant lawyer’. Blanco acted alongside ‘phenomenal younger partner’ Byron Rooney to advise Brazil-based StoneCo on its $1.4bn IPO. On the debt front, Deanna Kirkpatrick advised the lead managers on a string of notes offerings by Toronto-Dominion Bank totaling $11.7bn. Other key contacts include Manuel Garciadiaz, who is also based between New York and Sao Paulo, Michael Kaplan, Nicholas Kronfeld and Derek Dostal.
‘Among the best worldwide for capital markets’, Latham & Watkins LLP is also credited as ‘one of the top three firms in the technology space’ and as ‘a leader in equity transactions’. Indeed, peers comment that they ‘see this group everywhere’, due in no small part to its sizeable global network, which includes platforms across 14 countries. The group’s premier high-yield debt practice and ‘great balance between issuer and manager representations’ are other notable characteristics. An impressive equity performance during 2018 saw the firm earn top roles on a run of major IPOs. Most notably, Sweden-headquartered Spotify Technology turned to the team for its groundbreaking direct listing on the NYSE; the deal, which valued the company at $26.5bn, was led by widely revered global corporate chair Marc Jaffe (‘an institution’; ‘truly tremendous’) alongside Gregory Rodgers and Benjamin Cohen, all of whom are based in New York. In another technology highlight, Jaffe and New York-based global capital markets co-chair Ian Schuman (‘great in both debt and equity capital markets’), with support from the London office, advised UK-based Farfetch on its $1bn IPO. Jaffe and Schuman paired up again to advise the underwriters on Canada Goose’s $624.2m secondary offering. On the debt front, Washington DC-based partners Jason Licht and Shagufa Hossain assisted Shandong Ruyi Technology Group with its $1bn notes offering. The group also includes ’extremely strong’ global capital markets co-chair Witold Balaban, who is based between New York and London.
‘Solution-focused, creative and practical’, Simpson Thacher & Bartlett LLP’s global capital markets practice ‘sets the standards for effectiveness and efficiency’. The group’s comprehensive experience is a big draw and clients value its ‘broad track record which covers all types of industries’ as well as its ‘strong capability to act for both issuers and underwriters’. Its expertise in both debt and equity matters is also a significant differentiator and the firm routinely ranks among the top three by value for global IPOs as well as global bond deals. Led out of New York by Arthur Robinson, who is also ‘a leader in his field’, internationally, the group leans on well-staffed platforms in Hong Kong, London, Sao Paulo and Tokyo. Recent highlights included advising the international managers, Morgan Stanley and Daiwa Securities, on the $1bn IPO of SG Holdings. On the debt side, the firm advised the initial purchasers on a $500m notes offering by Gol Finance. Among its issuer-side mandates, the team advised Hapvida Participações e Investimentos and PPAR Pinheiro Participações, as the selling shareholder, on the $668m IPO of Hapvida and listing on the Sao Paulo Stock Exchange. Other key contacts include Todd Crider and David Williams, who co-lead the Latin America practice, and Ryan Bekkerus.
Latin America is a key focus of Milbank’s global capital markets practice, which also brings to bear significant experience in Europe and Asia-related offerings. The New York-based group, noted for its ‘stellar bank relationships’, is widely acknowledged as a leader in debt-related transactions for both managers and issuers; it is also well versed in equity matters. Global capital markets head Marcelo Mottesi attracts praise for his ‘great Latin America practice’ and recently advised the initial purchasers on Hunt Oil Company of Peru’s inaugural $600m bond offering. On the equity side, Carlos Albarracin advised Grupo Energía Bogotá and its controlling shareholder, the District of Bogota, on a $669m secondary offering of common stock. The firm has also recently undertaken work for issuers such as Cometa Energia and Transportadora de Gas Internacional, as well as underwriters such as Deutsche Bank Securities and Goldman Sachs.
‘A respected name for global capital markets’, Shearman & Sterling LLP ‘stands shoulder to shoulder with the best in Latin America’; particularly in Brazil, where sources highlight its ‘great relationships with underwriters’. In a recent example of its regional strength, the firm advised Brazil’s PagSeguro Digital on its IPO and secondary offering on the NYSE, which raised around $2.6bn — New York-based Harald Halbhuber led that deal with support from the Sao Paulo office. The firm also sets itself apart through its Canada expertise. Recent work in that area included Jason Lehner, who splits his time between Toronto and New York, advising the underwriters on Ontario Teachers’ Finance Trust’s $2bn private placement of notes listed on the Irish Stock Exchange (now trading as Euronext Dublin). Other key contacts include Antonia Stolper, who heads the Latin America affinity group from New York, and Stuart Fleischmann, who splits his time between New York and Sao Paulo.
Skadden, Arps, Slate, Meagher & Flom LLP
‘A leader in equity deals year in and year out’, Skadden, Arps, Slate, Meagher & Flom LLP also attracts a steady stream of high-profile debt transactions to mark the firm as ‘a premier practice for global capital markets’. In particular, the team is noted for its Asia-facing work, which peers admire as ‘tier one - especially in China’. It is also a key player in Canada, Europe and Latin America. Among the names to note, New York-based global department head David Goldschmidt is ‘a consummate professional’; he assisted Sands China with its $5.5bn offering of senior notes in three tranches. In another example of its firepower in China-related deals, a cross-office group co-led by New York’s Andrea Nicolás and Hong Kong’s Christopher Betts advised Nasdaq-listed BeiGene on its $903m Hong Kong IPO and global offering, which was the first secondary listing in Hong Kong under the revised listing rules. On the manager front, the firm acted as international underwriters’ counsel in the $429m IPO of Japan-headquartered World Co.
Well known in the international capital markets, Clifford Chance’s generous global network generates a steady stream of cross-border deals for both issuers and managers, with notable expertise in the REIT and infrastructure spheres. The New York-based group significantly stepped up its activity in Latin America in 2018, with its recent experience spanning Mexico, Ecuador, Colombia and Brazil, among other jurisdictions. Recent highlights included Jonathan Zonis, who co-heads the Americas capital markets practice, advising Barclays Bank, Deutsche Bank Securities and HSBC Securities (USA) as underwriters on CAF – Development Bank of Latin America’s $1bn notes offering. On the equity front, Jake Farquharson acted alongside the tax department to advise the underwriters on the $890m IPO of CFE Fibra E, a Mexican energy and infrastructure investment trust. Hugo Triaca, who recently arrived from Skadden, Arps, Slate, Meagher & Flom LLP, is noted for his ‘deep and broad understanding of the Latin American region’.
A force globally for finance matters, Linklaters LLP delivers ‘unsurpassed legal counsel on capital markets’, according to some clients' standards. The New York-based group, which is distinguished by its ‘remarkable capability to handle cross-border transactions’, is utilized by the wider firm as a gateway into Latin America and routinely works alongside teams in Europe and elsewhere on sophisticated multi-jurisdictional transactions. The team receives praise for its ‘thorough understanding of Latin American legal systems and culture’ as well as its ‘great attentiveness and teamwork’. In particular, Latin America practice co-head Conrado Tenaglia ‘always contributes new perspectives and creative solutions’; he recently advised Oppenheimer & Co as bookrunner on Corporación América Airports’ $485.7m IPO on the NYSE. On the issuer side, Tenaglia and Matthew Poulter advised Tecpetrol on a $500m notes offering. Other representative clients include Banco Macro, Genneia and HSBC Securities (USA).
The ‘very solid and experienced group’ at Mayer Brown benefits from its ability to plug into an extensive global network, which spans offices throughout the Americas, Asia, Europe and the Middle East; its close association with Brazil-based Tauil & Chequer Advogados in association with Mayer Brown is another significant asset. Historically stronger on the debt side, where the group can leverage the wider firm’s premier structured finance expertise, it also has robust capability in equity capital markets, acting for both issuers and managers. Highlights included New York-based David Bakst advising Canada Pension Plan Investment Board on a $1.2bn offering of green bonds. In fact, Canada-related work generally is a sweet spot for the team, which now counts all of the country’s Big Five banks (RBC, Toronto-Dominion Bank, Bank of Nova Scotia, Bank of Montreal and Canadian Imperial Bank of Commerce) as clients. New York partners Anna Pinedo and Jerry Marlatt lead the firm’s relationship as designated underwriters’ counsel for the Bank of Nova Scotia, which recently involved advising the underwriters on a $2bn notes offering by the bank. On the equity front, Chicago-based Edward Best advised Goldman Sachs, as underwriter, on TD Ameritrade’s $1.4bn secondary offering.
‘Practical, thoughtful and responsive’, Paul Hastings LLP’s practice comprises ‘creative experts in the capital markets’. The New York-headquartered team has a broad geographical reach, with its recent experience spanning mature and emerging markets across the Americas, Europe and Asia. However, the consensus is ‘the firm is a leader in Latin America’, where it is a popular choice for both issuers and banks. Michael Fitzgerald heads up the Latin America practice group and acted alongside Joy Gallup and Arturo Carrillo to advise Credit Suisse, as global coordinator, and the initial purchasers on Grupo Aeroportuario de la Ciudad de México’s $1.6bn IPO of Fibra E shares on the Mexican stock exchange. Fitzgerald and Carrillo also advised Sigma Alimentos on a $500m international bond offering by its Dutch subsidiary, Sigma Finance Netherlands. Outside of Latin America, Yariv Katz, who is ‘incredibly smart and solution-oriented’, acted alongside the London office and real estate partner David Viklund to advise US mall operator Starwood West on a $264m bond offering on the Tel Aviv Stock Exchange.
‘Extremely good in emerging markets’, White & Case LLP is best known for its impressive record in Latin America-related deals. Its extensive international reach also encompasses strong footholds across Europe, Asia and the Middle East. Sources attest that the firm fields ‘a seamlessly coordinated global team that is available and responsive around the clock’ and praise its ‘clear subject-matter expertise’ and ‘total commitment to getting complex deals across the line’. John Vetterli, regional head of the Americas capital markets practice, recently teamed up with the Sao Paulo office to advise Argentina’s Loma Negra on its $1.1bn IPO. Vetterli also acted alongside emerging markets specialist Colin Diamond, noted for his ‘broad knowledge and out-of-the-box thinking’, to advise the underwriters on the $1.4bn IPO and Nasdaq listing of Brazil-headquartered StoneCo. On the debt side, Andrew Weisberg, with support from the London office, advised the underwriters on a $4.7bn notes offering by Syngenta Finance. Other senior names in the New York-based group are John Donovan and Holt Goddard.
For corporate issuances, Arnold & Porter brings together regulatory expertise and a strong securities offering to specialize in life sciences and energy-related matters, particularly for Latin American issuers. In a recent example, Washington DC-based Neil Goodman advised Colombia’s Grupo Energía Bogotá on a $750m notes offering. The team's greatest strength, however, is perhaps in sovereign bond deals, where it recently racked up an impressive string of debt issuances for governments worldwide. International finance specialist Whitney Debevoise, also based in Washington DC, is a high-profile name for sovereign capital markets transactions and advised the Republic of Panama on its $1.2bn global bond offering; he also advised on the reopening of the bond, adding $550m to the long-term note, later in the year. The Republic of Turkey is another key client, which the firm has advised on global finance matters for over 20 years. Of late, New York-based Christopher Peterson advised the Turkish government on two notes offerings totaling $4bn.
The New York-based group at Debevoise & Plimpton LLP is ‘very effective’ according to sources, who note it as ‘a tightly-run ship’. The firm houses a sizeable global capital markets department, which leans on international teams in London, Paris, Moscow, Hong Kong and Frankfurt, and is best known for its focus on issuer representations, particularly within the financial services, insurance and private equity spheres. Among its recent headlines, Peter Loughran advised AXA and AXA Equitable Holdings on the latter’s IPO as well as on the partial spin-off of the US arm from the French insurer in a $4bn deal, which also included the $860m issuance of exchangeable bonds. Matthew Kaplan, who co-leads the practice, advised Australia-based Westpac on its issuance of $3bn worth of notes. The team also benefits from the senior experience of Steven Slutzky, who co-leads the group, and Paul Rodel.
‘Business-oriented, committed and knowledgeable’, according to one source, Dechert LLP’s capital markets practice ‘works closely with the client to provide an active and prominent voice in internal dialogues’. The group, which is well weighted between issuer and manager mandates, attracts particular praise as ‘a specialist advisor to business development companies’; it is also well versed in life sciences matters. In a significant cross-border highlight, Philadelphia-based partners William Lawlor and Ian Hartman advised Crown Holdings on two euro-denominated private placements of notes worth a combined €835m (issued by a French subsidiary of Crown) and a simultaneous $875m private placement of notes (issued by US subsidiaries of Crown) — the team was supported by lawyers in London, Paris and Luxembourg. Boston-based Thomas Friedmann, who advised PennantPark Floating Rate Capital on its $138.6m notes offering in Israel, and New York-based David Rosenthal, who ‘seeks to understand the client’s business’, jointly lead the department.
A popular choice for private equity sponsors on IPOs and bond offerings, Fried, Frank, Harris, Shriver & Jacobson LLP also acts for an impressive roster of corporations on capital markets issues, including Aerie Pharmaceuticals, Merck and Under Armour. In addition, the New York-based group stands as designated underwriters counsel to several seasoned issuers including Athene, Estée Lauder and Procter & Gamble. Names to note include capital markets head Daniel Bursky, who recently acted alongside Andrew Barkan to advise the underwriters on Procter & Gamble’s €2.1bn offering of notes in three tranches. Shipping is another group sweet spot and shipping head Joshua Wechsler, together with Mark Hayek, advised Navios Maritime Holdings and Navios Maritime Finance II (US) on their $305m notes issuance and $291m tender offer.
Paul, Weiss, Rifkind, Wharton & Garrison LLP’s ‘efficient and practical group’ is composed of ‘talented attorneys who are always up to speed on market dynamics’. The New York-based practice, which represents global issuers and underwriters on the full spread of capital markets matters, is particularly held up as ‘really strong in advising issuers’. It also finds favor for its ‘skill across debt and bond products’ and its ‘full integration with corporate colleagues for seamless service in transactions’. Canada-related work is a strong suit, with sources highlighting its ‘strong dedication to Canada and US cross-border financings’, which results in ‘unmatched expertise in Canada deals’. Christopher Cummings, who splits his time between New York and Toronto, is ‘practical and knowledgeable’; he recently advised the underwriters on four debt offerings by Calgary-based TransCanada totaling $6.1bn. In a major event-driven deal, Cummings teamed up with Adam Givertz, who is also based between New York and Toronto, and ‘very strong and commercial’ department co-head Gregory Ezring to advise Canada’s Stars Group on both its $950m equity offering and $1bn debt offering to support its $4.7bn acquisition of UK-based Sky Betting & Gaming.
‘Strong in emerging markets’, particularly in Latin America, Proskauer Rose LLP also has experience in European and North American offerings. The group’s robust coverage of the financial services sector paid dividends during 2018, where it handled a string of offerings by financial institutions and investment companies, acting for underwriters and issuers. Among its highlights, Washington DC-based William Tuttle, who recently joined from Dechert LLP, advised PennantPark Floating Rate Capital on its $138.6m notes offering and listing on the Tel Aviv Stock Exchange. In New York, Latin America practice head Carlos Martinez advised Frontera Energy Corporation on a $350m notes offering and concurrent $250m tender offer. On the manager side, the New York and London office teamed up to advise the underwriters on the €150m IPO of a permanent capital vehicle sponsored by Neuberger Berman. Frank Lopez chairs the global capital markets practice from New York.