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  1. Capital markets: high-yield debt offerings - advice to issuers
  2. Capital markets: high-yield debt offerings - advice to underwriters
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The editorial for this section is in alphabetical, as opposed to ranking order, sue to two ranking tables.

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Akin Gump Strauss Hauer & Feld LLP’s recent play for high-yield work translated into a string of significant transactions during 2016. New York’s Rosa Testani is particularly active in this area and led the firm’s advice to RegionalCare Hospital Partners during its $800m Rule 144A/Regulation S offering of secured notes to fund its merger with Capella Healthcare, as well as acting for Affinion Group Holdings in a private exchange offer for outstanding senior secured PIK toggle notes. The firm has also recently worked for clients in the energy, technology and defense industries. Corporate head Kerry Berchem leads the group from New York.

The energy industry remains a primary source of work for Baker Botts L.L.P.; for example, the ‘very knowledgeable’ group co-head David Kirkland led a team that advised Chesapeake Energy on its private exchange offer of $2.4bn of second lien secured notes for certain outstanding senior unsecured notes. Other highlights saw Gene Oshman and Andrew Ericksen assist Transocean Phoenix 2 with a $583m private placement of senior secured notes, and Austin-based Mollie Duckworth advised Tallgrass Energy Partners on a $400m offering of senior unsecured notes. Department co-head Kelly Rose is also recommended. Named individuals are based in Houston, unless otherwise stated. In early 2017, a team including Douglass Rayburn, Tull Florey and Hillary Holmes departed for Gibson, Dunn & Crutcher LLP's new Houston office.

Underwriter-side heavyweight Cahill Gordon & Reindel LLP is a ‘stand-out player in the high-yield space’ and for many, ‘no other firm comes close’. Certainly, the New York-based group’s impressive market share ensures it involvement in the top deals and it is a ‘first-choice for complex and cutting-edge high-yield matters’. The department’s ‘excellent product knowledge’, ‘peerless experience’ and ‘deep bench’ are also big draws for clients. Among the key names, William Hartnettcombines strong legal skills with great business sense’; he teamed up with Jonathan Frankel, Ted Lacey and the ‘innovative and strategicJohn Tripodoro to advise the joint book-running managers on the $3.1bn offering of second lien senior secured notes by Prime Security Services Borrower and Prime Finance. The ‘absolutely first-rateJames Clark is also a noted specialist and assisted with several notes issuances by First Data, including acting for the initial purchasers in First Data’s $3.4bn offering of notes - Hartnett, Adam Dworkin, Ann Makich, John Papachristos and Joshua Zelig also acted on the deal. William Miller and the ‘extremely strongJonathan Schaffzin advised the joint book-running managers on Equinix’s $1.1bn senior notes offering. Marc Lashbrook is also recommended.

Cleary Gottlieb Steen & Hamilton LLP’s high-yield debt practice has a number of strings to its bow, with private equity and Latin America-related matters standing out as particular strengths. In a notable example of its status among Latin American issuers, Nicolas Grabar and Francesca Odell acted for longstanding client Petrobras in two offerings of notes totaling $3bn. In another issuer highlight, Duane McLaughlin advised Kraton Performance Polymers on a $440m private offering. McLaughlin also acted for the initial purchasers in a $1bn offering of senior secured notes by CEMEX. Other names to note include David Lopez and Craig Brod. The New York-based group has also recently undertaken work for OpenText, Sabre Corporation and Sterigenics.

Clifford Chance shines in sophisticated specialty finance matters and major multi-jurisdictional transactions, with particular expertise in Latin America. Gary Brooks advised LATAM Airlines Group on its inaugural $800m issuance of high-yield bonds, and Gianluca Bacchiocchi worked alongside the firm’s offices in Peru, Italy, Spain, Japan and Germany to act for Metro de Lima Linea 2 in its $1.1bn issuance of notes. Jonathan Zonis led the US advice to Citigroup Global Markets, as the lead manager and global coordinator, in the Republic of Ecuador’s $1bn notes offering. In a purely domestic set of deals, Kathleen Werner advised iStar as issuer’s counsel in several matters, including bond offerings worth $170m. AES Panama and CLISA are also clients.

Among the best in the market’, the lawyers at Cravath, Swaine & Moore LLPwork seamlessly as part of the in-house team’ and have ‘very strong commercial acumen’. The firm’s eminent reputation is evidenced by a deal list that is well weighted in terms of volume between major issuer and manager-side mandates, however, the group’s work for underwriters remains particularly high profile. Among the firm’s recent work highlights, William Fogg and Johnny Skumpija advised the underwriters on two high-yield senior debt offerings by United Rentals totaling $1.5bn, while William Whelan and Craig Arcella assisted the initial purchasers with a series of offerings by Axalta Coating Systems, including a $500m offering and a €335m offering. Joseph Zavaglia also had a strong year, which included advising the initial purchasers on two high-yield debt offerings by Reynolds Group Issuer worth a combined $3.1bn.

Over the past five years, Davis Polk & Wardwell LLP has focused on strengthening its already sizeable share of high-yield debt work and this focus has paid noticeable dividends on the manager side, where it has secured a significant proportion of the market’s headline deals. Many of its recent highlights were handled by leading name Michael Kaplan, whose banner year included advising the initial purchasers on a clutch of billion-dollar deals, including Yum! Brands’ $2.1bn senior notes offering, MultiPlan’s $1.1bn senior notes offering and Hilton Worldwide’s $1bn offering. Kaplan also teamed up with newly promoted partner Derek Dostal to act for the joint book-running managers during the $1.3bn senior notes offering by co-issuers AmeriGas Partners and AmeriGas Finance. Among the firm’s issuer-side highlights, Deanna Kirkpatrick advised L Brands on its $700m notes offering. John Meade and Richard Truesdell are also recommended. All named partners are based in New York.

Debevoise & Plimpton LLP’s diverse practice is weighted towards the issuer side, and it acts for an impressive range of corporate issuers, asset managers and portfolio companies in high-yield matters. Steven Slutzky jointly leads the New York-based department and advised HD Supply on its $1bn high-yield notes offering; he also assisted US Foods Holding with its $600m offering of notes. Group co-head Matthew Kaplan acted for Corporate Risk Holdings in several capital markets transactions connected to its $2bn restructuring, including its $825m offering of senior first lien secured notes. NCI Building Systems and Univar are other clients.

Dechert LLP sets itself apart through its specialist expertise in life sciences and permanent capital vehicles, especially business development companies. It also has notable experience in advising private equity and venture funds on high-yield offerings; in a recent example, Philadelphia-based Stephen Leitzell assisted Hercules Capital with a $69m notes offering. Thomas Friedmann and David Rosenthal jointly lead the practice from Boston and New York respectively, and the team also includes Richard Goldberg and Howard Kleinman in New York, and Ian Hartman and William Lawlor in Philadelphia.

Fried, Frank, Harris, Shriver & Jacobson LLP’s work highlights display an impressive balance of issuer and manager-side mandates, and it routinely acts across a broad range of industries for corporate issuers, private equity sponsors and all the major underwriters. Lawyers at the firm have ‘strong market knowledge’ and ‘high-level business understanding’; for example, capital markets co-head Stuart Gelfond is an ‘expert in high-yield debt matters’ and acted for Novelis, as co-counsel alongside Torys and King & Spalding LLP, in two senior notes offerings totaling $2.6bn. Gelfond also advised ESH Hospitality on its $800m add-on offering of high-yield notes. Daniel Bursky jointly leads the New York-based group and teamed up with Andrew Barkan and Joshua Coleman to act for Aleris International in its $550m offering of senior secured notes.

Gibson, Dunn & Crutcher LLP’s comprehensive coast-to-coast capital markets practice is also able to plug into an extensive international network. Jointly led by Andrew Fabens, Stewart McDowell and Peter Wardle out of New York, San Francisco and Los Angeles respectively, the group also has sizable platforms in Dallas and Denver. Offices often work together to handle major deals, and McDowell recently paired up with the now retired Joerg Esdorn in New York to advise T-Mobile USA on its $2bn offering of senior notes. Energy, life sciences, healthcare and private equity are also strong areas of experience. In early 2017, the firm opened a new office in Houston, bringing over a team from Baker Botts L.L.P. which included Douglass Rayburn, Tull Florey and Hillary Holmes.

Jones Day’s ‘outstanding’ Cleveland-headquartered group is ‘very responsive and knowledgeable’ and ‘great value for money compared to the traditional New York firms’. In a significant highlight, department co-head Christopher Kelly acted with Kevin Samuels and New York’s John Owen to advise TransDigm Group on its $950m offering of senior subordinated notes, as part of a set of transactions undertaken to help fund its acquisition of ILC Holdings. The New York-based Alexander Gendzier is ‘great to work with’ and assisted Huntington Ingalls Industries with its issuance of $600m of senior notes and its $600m tender offer for outstanding notes. In Atlanta, Mark Hanson and Neil Simon acted with Houston’s Kelly Turner to advise Gray Television on its $725m issuance of senior notes. Michael Solecki jointly leads the department alongside Kelly and is a ‘very experienced practitioner’. Named lawyers are based in Cleveland unless otherwise stated.

Extremely creative, knowledgeable and experienced’, the team at Kirkland & Ellis LLP has a dominant issuer-side practice, which is highly sought after by private equity clients, such as Apax Partners and Bain Capital, as well as public companies. Split largely between the firm’s New York and Chicago offices, the department continues to secure key roles on many of the most high-profile deals to come to market and can turn its hand to almost any industry sector. In New York, Christian Nagler recently acted for Charter Communications in two offerings of senior notes totaling $4.2bn, and ‘leader in his fieldJoshua Korff advised Acelity on $2.1bn of notes offerings made by its subsidiaries, Kinetic Concepts and KCI USA. In Chicago, Gerald Nowak assisted NRG Energy with three senior notes offerings worth a combined $2.6bn. Other recommended partners include Chicago-based Dennis Myers and New York-based Richard Aftanas.

Latham & Watkins LLP’s well-balanced practice acts on an enviable volume of both issuer and underwriter-side matters, ably demonstrating its ‘broad expertise and deep experience in high-yield debt’. The firm’s ability in pathfinder transactions is also a significant attraction, and clients say ‘it is first in line for innovative deals that need creative lawyers’. New York-based Marc Jaffe is ‘second-to-none in the high-yield space’; he and Senet Bischoff advised Toys R Us on its landmark bond exchange and refinancing of long-term debt, as well as on a private placement of additional new secured notes. New York-based department co-head Ian Schuman worked on several deals for high-profile underwriter clients. In another standout deal, Houston-based high-yield debt specialist Michael Chambers advised Goldman Sachs on American Energy - Permian Basin’s $530m offering of senior secured first lien notes. New York’s Gregory Rodgers and Washington DC-based partners Jason Licht and Patrick Shannon are also recommended. Kirk Davenport retired in 2016 but the firm hired Michael Benjamin from Shearman & Sterling LLP, who has a strong background in high-yield debt.

The ‘experienced and responsive’ team at Mayer Brown provides a ‘committed and client-oriented service’ and is able to ‘get quickly up to speed from a business perspective’. From Chicago, Edward Best heads a broad practice that is particularly well known for advising issuers, although it also acts for underwriters, across a comprehensive spread of industries. Among recent work highlights, New York-based John Berkery and Chicago-based David Schuette assisted Yum! Brands with its $2.1bn senior notes offering. On the manager side, Best and Berkery advised Goldman Sachs and Morgan Stanley, as underwriters, on MGIC Investment’s issuance of $425m of senior notes. Recent cross-border work saw the firm act for Progroup in its €95m offering of senior secured fixed rate notes. Other names to note are Harry Beaudry and William Heller in Houston, and Jennifer Carlson in Palo Alto.

Milbank, Tweed, Hadley & McCloy LLP utilizes its strong lender relationships to field a very capable underwriter-side practice, with specialist expertise in restructuring and acquisition-linked offerings. Among the firm’s work highlights, Arnold Peinado and Brett Nadritch acted for the initial purchasers during Intelsat Jackson Holdings’ $1.2bn offering of senior secured notes. Paul Denaro advised the initial purchasers and lenders on the $1.2bn refinancing of Air Canada’s capital structure, which included a C$200 million notes offering. In a notable issuer-side mandate, Rod Miller assisted MGM Growth Properties Operating Partnership with two Rule 144A/Regulation S offerings totaling $1.5bn. All named partners operate from New York.

Paul Hastings LLP’s renowned Latin America expertise is a significant draw and it regularly secures key roles on some of the region’s most high-profile capital markets deals, particularly for issuers. In a recent headline example, Michael Fitzgerald and Joy Gallup advised Crédito Real on its $625m international bond offering, which was the largest high-yield debt placement by any Mexico-based issuer in 2016. Michael Zuppone chairs a New York-based group that also includes Cathleen McLaughlin, who focuses on cross-border financings in Latin America and Europe.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s ‘creative and highly technical team’ is ‘top of mind for private equity issuers’, and it is also a firm of choice for companies in the telecoms, leisure, fashion and energy industries. Among private equity-related matters, Tracey Zaccone and the ‘remarkably goodGregory Ezring advised Prime Security Services Borrower and Prime Finance, portfolio companies of Apollo Global Management, on their $3.1bn offering of notes to fund the acquisition of ADT. Other work highlights saw Raphael Russo and John Kennedy assist Intelsat Jackson Holdings with its $1.2bn notes offering, and the ‘impressiveMonica Thurmond act for Quality Care Properties in its $750m offering of senior notes. Clients of the New York-based group also include AMN Healthcare, CEC Entertainment and McGraw-Hill Global Education.

Proskauer Rose LLP’s long-term focus on ramping up in the high-yield space has seen it improve its profile among underwriters and it now acts for an impressive selection of bulge bracket, middle-market and boutique investment banks, as well as corporate issuers and private equity sponsors. The lawyers are ‘excellent to work with’ and have ‘good market knowledge on current terms and structures’. Most notably, group co-head Frank Lopez is an ‘excellent resource’ due to his ‘great deal knowledge’. Lopez and Stephen Gruberg recently advised the banks, including JP Morgan Securities, Bank of America Merrill Lynch, Citigroup Capital Markets and Wells Fargo Securities, on PulteGroup’s $1bn high-yield offering of senior notes. Julie Allen jointly leads the New York-based group, which also includes Maximilian Kirchner and ‘great lawyerJustin Breen.

Ropes & Gray LLP attracts praise for its ‘impressive depth of experience and market knowledge’ and its ‘extremely professional and capable lawyers’. The issuer-focused practice leverages its enviable private equity client base - Blackstone, Silver Lake Partners and TPG Capital are all on the team’s books - to specialize in advising leading PE players and their portfolio companies on sophisticated high-yield transactions. In a recent example, Boston-based Michael Lee acted for IMS Health Holding, co-owned by TPG, Leonard Green & Partners and CPP Investment Board, in its $1.7bn issuance of dollar and euro-denominated bonds. In New York, Stefanie Birkmann advised Surgery Center Holdings, a portfolio company of HIG Capital, on its $400m senior notes issuance. New York-based Jay Kim is ‘technically excellent’ and acted for West Corporation in its $400m offering of senior secured notes. Boston-based Byung Choi is also a key member of the group.

David Beveridge heads a New York-based department at Shearman & Sterling LLP that routinely advises underwriters and corporate issuers on high-yield debt deals, with a particular focus on the financial services, healthcare, media, telecoms and mining industries. Among recent highlights, Richard Alsop and Jonathan DeSantis assisted Advance Disposal Services with its $2.2bn debt refinancing, which included a Rule 144A/Regulation S offering of $425m of senior notes, and Jason Lehner acted for JP Morgan, Goldman Sachs and Bank of America Merrill Lynch, as underwriters’ counsel, in Teck Resources’ $1.2bn offering of high-yield senior notes. Kyungwon Lee relocated to New York from the Hong Kong office in 2016 and acted with Merritt Johnson to advise the joint book-running managers on a $425m offering of senior notes by Cincinnati Bell. Michael Benjamin left to join Latham & Watkins LLP.

Truly outstanding’, Simpson Thacher & Bartlett LLPhas what it takes to get a difficult deal across the line’, and the ‘deep and experienced team’ is comprised of ‘first-class lawyers’ who are ‘client-focused and pleasurable to work with’. The group acts on a steady stream of both issuer and manager mandates, with niche expertise in private equity matters. Notable recent work in New York saw Kenneth Wallach advising Dell on a $3.2bn Rule 144A/Regulation S offering, and Acelity on $2.3bn worth of high-yield offerings by its subsidiaries, including a $1.7bn offering of second lien senior secured notes. Group head Arthur Robinson remains a leading light in this space and teamed up with Lesley Peng to act for the initial purchasers in Optimum’s $1.3bn senior notes offering. In Palo Alto, William Hinman and Daniel Webb advised the initial purchasers on Micron Technology’s $1.2bn offering of senior secured notes. ‘Top-notch’ Edward Tolley, Richard Fenyes and newly promoted partner David Azarkh are also recommended - all three operate from New York.

Skadden, Arps, Slate, Meagher & Flom LLP has an impressive track record in high-yield matters, with experience acting for underwriters, issuers and private equity sponsors in some of the largest-ever deals in the area. In a recent example, department head Stacy Kanter and Yossi Vebman advised Frontier Communications on its $6.6bn Rule 144A/Regulation S high-yield offering of senior notes, which represented the year’s second largest dollar-denominated high-yield deal, and the fifth-largest high-yield bond deal in history. In another issuer headline, Gregory Fernicola and Michael Schwartz assisted OneMain Holdings, and its subsidiary Springleaf Finance, with Springleaf’s $1bn offering of senior notes. On the underwriter side, David Goldschmidt and Laura Kaufmann Belkhayat advised Deutsche Bank Securities, as lead initial purchaser, on a $800m offering of senior notes by ESH Hospitality. Aircastle, CEMEX and Realogy Holdings are also clients.

Experienced, thoughtful and practical’, the team at Sullivan & Cromwell LLP is ‘exceptional on any measure’. The firm houses a diverse high-yield debt practice, with specialist industry expertise in telecoms, healthcare and energy as well an impressive cross-border capability. Lawyers attract praise for their ‘outstanding insight’ and ability to ‘take the right tone with business leaders’. The ‘experienced and commercialRobert Downes advised AMC Networks on its $1bn high-yield offering, and Building Materials Corporation of America on multiple high-yield transactions, including a $1.1bn notes offering. Neal McKnight paired up with Downes to advise United Rentals (North America) on two offerings of high-yield notes worth a combined $1.5bn. Scott Miller, who splits his time between New York and Palo Alto, acted for DISH DBS during its $2bn offering of senior notes. John Estes and Palo Alto-based John Savva are also recommended. Named attorneys are based in New York unless otherwise stated.

Vinson & Elkins LLP’s dominant energy practice means it is a top choice for high-yield issuers in that space, but it also continues to increase its market share of high-level bank-side work. Recent examples of its energy prowess include Michael Harrington advising key client Anadarko on its $3bn offering of senior notes; he also acted for Targa Resources Partners in its $1bn notes offering. David Stone advised Extraction Oil & Gas on its $550m Rule 144A/Regulation S offering of senior notes. In a high-value manager-side matter, Harrington assisted the underwriters with Weatherford International’s $1.5bn public offering of high-yield senior notes. David Oelman and Matthew Strock jointly lead the capital markets group from Houston.

Alexander Lynch heads a ‘responsive’ team at Weil, Gotshal & Manges LLP, which is ‘extremely knowledgeable in the high-yield area’. Private equity is a sweet spot and Heather Emmel acted for PQ Corporation, a portfolio company of CCMP Capital Advisors, in its $625m offering. The firm also recently picked up several distressed energy deals, leveraging its market-leading restructuring group to handle significant bankruptcy-related transactions in that space. Notably, Frank Adams advised Vantage Drilling on a private offering to existing creditors of $76m of senior secured second lien notes and $750m of step-up senior subordinated secured third lien convertible notes. In other matters, Corey Chivers acted for AMC Entertainment in its $595m and £250m senior subordinated notes offerings to help finance its acquisitions of Odeon & UCI Cinemas Group and Carmike Cinemas. AK Steel, Advent International and Centerbridge Partners are also clients.

White & Case LLP’s strong lender links come to the fore in its high-yield practice, which regularly acts for some of the largest financial institutions globally on underwriter-side mandates - both domestic and cross-border. The firm’s energy, infrastructure and project finance expertise are key sources of work on the issuer side. Evidence of the former includes advising Jefferies, Citigroup Global Markets, Deutsche Bank Securities, Rabo Securities USA and KeyBanc Capital Markets, as joint book-running managers, on the $600m notes offering by Landry’s - Ronald Brody, Kenneth Suh and Jonathan Michels led that deal. On the issuer side, Michels acted for Transocean in its $1.2bn offering of senior notes. Gary Kashar is also recommended. All named partners are based in New York.

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