IFLR 1000
The Guide to the World's Leading Financial Law Firms

With experience in debt and equity instruments both domestically and worldwide, Skadden Arps Slate Meagher & Flom has developed an impressive roster of clients. The firm advises organisations including BlackRock, Coca-Cola, Revlon and HCP. "They do a lot of work on the issuer side," says one competitor. Partner Matthew Mallow retired from the firm in 2010.

In a deal which closed in May 2011, the firm advised BlackRock in its $1.5 billion offering of notes. The offering was done in two tranches – a $750 million offering of floating rate notes due in 2013, and a $750 million offering of 4.25% notes due in 2021. Skadden also advised the private equity firm in a $9.6 billion secondary offering of its common stock by Bank of America and The PNC Financial Services Group. This transaction, which significantly transformed the ownership structure of the company, closed in November 2010.

Other notable work includes advising drugstore chain Rite Aid on its $650 million high-yield offering of 8% senior secured notes, due in 2020. The deal, which closed in August 2010, also involved the incurrence of a new $1.175 billion revolving credit facility. The proceeds of the offering were used, together with available cash, to repay a $648 million loan due 2015 under its senior secured credit facility, and to fund related fees and expenses.

Skadden Arps Slate Meagher & Flom is regarded by peers and clients as having a world-class practice in structured finance and securitisation, and a strong derivatives team. The firm's broad expertise has helped it navigate successfully through the difficult economic conditions of recent years. "I think Skadden has a very diverse practice," says one rival. "They don't have a ridiculously large group. They did not have a huge mortgage-backed machine. They have much more depth and breadth in other areas." Clients include JPMorgan Chase, Macquarie Leasing, BlackRock, Goldman Sachs and Mitsubishi Motors Credit of America.

The firm's reputation received a boost in August 2010, when partner Mark Young joined its Washington, DC office. One peer says, "He's really the lawyer who's leading the charge on derivatives, on Dodd-Frank, and he's a very competent guy." Clients were also enthusiastic about the firm. "Their commitment to getting us through the first transaction we did with them was just phenomenal," says one patron, who works with Skadden in structured finance. Partner Susan Curtis and her team were described by the client as "exceptionally diligent".

In a Rule 144A deal which closed in March 2011, the firm represented Macquarie Leasing and subsidiaries of Macquarie Bank, an Australian financial services company, in one of the few foreign consumer ABS transactions to be sold into the US market with a currency swap to US dollars. The cross-border offering, worth $750 million, was backed by a portfolio of finance leases, commercial hire purchase contracts and chattel mortgages on motor vehicles located in Australia. These were denominated in Australian dollars.

Other notable work includes representing a syndicate of underwriters in the second-largest owner of regional malls in the United States, in a $2 billion equity offering. The November 2010 transaction, for New GGP, the successor to General Growth Properties, partially funded General Growth's emergence from the largest US real estate bankruptcy ever.

Skadden Arps Slate Meagher & Flom moves up to tier two in both the bank lending and regulatory rankings this year, following recommendations across the board. "They do have the work and the reputation to be ranked in the top two tiers," says one rival. The firm's regulatory practice is led by senior statesman William Sweet, a former attorney at the Federal Reserve Board. One competitor describes Sweet as "someone I think very highly of", while another remarks, "any list that does not have Bill Sweet is seriously defective." A client says Sweet is "very experienced, very knowledgeable, and has helpful contacts with the bank regulators in the US."

The firm's banking practice has lawyers on four continents and represents both borrowers and lenders in some of the largest and most complicated financing transactions worldwide. One rival says, "They are commercially reasonable and that's very important in a worldwide business." Banking partners James Douglas and Peter Neckles retired from the firm in September 2010 and March 2011 respectively. One client reports good experiences with the "consistency and quality of work" he receives from banking partners Stephanie Teicher and Richard Aftanas. "They work very hard and have excellent experience [and] qualifications," he says.

Skadden also has experience working with every major federal and state regulator of financial services. One competitor says, "They are typically our first choice for an organisation that we would want to see handling a transaction when we would need a partnering."

Notable work includes the firm's recent representation of Ford Financial Fund, in one of the first private recapitalisations of a troubled banking institution which did not go through FDIC receivership. The $500 million transaction closed in August 2010.

In another highlight, Skadden represented Deutsche Bank Securities and Merrill Lynch as joint lead arrangers of financing totalling $2 billion for subsidiaries of glass container manufacturer Owens-Illinois Group. The transaction consisted of $1.1 billion of term loans and a $900 million revolving credit facility, which were used to refinance existing debt. The deal closed in May 2011.

Skadden Arps Slate Meagher & Flom remains at the top of its game in terms of both deal volume and complexity. One peer says the firm is "probably our strongest competitor" while another rival notes, "I believe they belong at the top of the pile."

"They have got good results for us," says one client. "They are responsive and pleasant to work with, and they are experts in their field."

In an ongoing transaction, Skadden is representing long-time client DuPont in its $6.3 billion acquisition of Danish food ingredient manufacturer Danisco. The firm also represented DuPont in a related $6 billion acquisition financing.

The firm is also advising News Corporation on its ultimately withdrawn offer to acquire the entire current and to-be-issued share capital of BSkyB, which is not already owned by News Corporation. The proposal values the fully diluted share capital of BSkyB at $17.8 billion.

The private equity practice of Skadden Arps Slate Meagher & Flom benefits from its status as "a big M&A name", according to competitors. The firm took the Private Equity Deal of the Year prize at the IFLR Americas Awards 2011 for representing Burger King in its $4 billion acquisition by 3G Capital. The deal involved an innovative 'dual-track' structure – a tender offer backstopped by a one-step merger agreement.

Skadden recently suffered the loss of long-time partner Nicholas Saggese, the former co-chair of its private equity practice, who retired in December 2010. "He was the main rainmaker and a terrific human being," says one peer. Saggese went on to join Moelis & Company as a senior adviser in March 2011.

The firm is currently advising Centro Properties Group, Australia's largest manager of retail property investment syndicates, in its cross-border restructuring and $9.4 billion acquisition by Blackstone. As part of this, Skadden represented Centro in the sale of its 588 US malls to Blackstone via an auction, in the biggest leveraged buyout since 2008. The deal closed in June 2011.

In what was reportedly the largest private equity deal to date in Brazil, Skadden also represented funds advised by Apax Partners in acquiring a 54% stake in IT outsourcing company TIVIT (Brazil). The firm also provided counsel on a subsequent mandatory tender offer to buy the remaining shares. The two transactions value the company at approximately $1 billion.

With expertise in closing difficult transactions around the world and some of the most experienced lawyers in the industry, Skadden Arps Slate Meagher & Flom has a project finance practice which has stood the test of time. "There isn't any style of project or location that Skadden isn't familiar with, and their deep knowledge of all the key aspects of project finance are critical in solving the various problems that come up when doing any project finance deal," says one client.

The firm is particularly active in the power sector. It handles many of the largest and most complex projects involving loans from the Department of Energy and is currently working on over $10 billion of solar projects in the US. One competitor notes, "Skadden's project practice really grows out of their power industry practice."

The firm saw the retirement of several key practitioners in 2010. Partners Leslie Goldman and Jeffrey Christie retired in May and June respectively, followed in December by DC legend Erica Ward, who one rival describes as "the top project finance lawyer in Washington". However, the firm's legacy continues through partners such as Harold Moore, who was singled out for praise by several competitors. One peer identifies him as "one of the deans of the practice", adding, "He's been around forever and he's very well-respected." A client also identifies Moore, and colleague Tatiana Monastrskaya, as being amongst the best project finance lawyers in the country. "Their knowledge, attention to detail and expert advice are critical to me in all my deals," he says. "They are my number one choice across the street."

In an ongoing deal, the firm is representing NV Energy in the first transmission project to receive a loan guarantee from the Department of Energy. The $343 million loan will fund a project known as ON Line, which will connect power grids throughout Nevada.

The firm is also currently advising First Solar in obtaining a $967 million loan guarantee from the US Department of Energy for the 290 MW Agua Caliente solar project in Arizona. The deal is expected to be the largest operational photovoltaic site in the world.

Skadden Arps Slate Meagher & Flom is widely regarded as one of the best firms in the country for innovative, flexible and timely bankruptcy advice. The firm pioneered the use of pre-packaged bankruptcies, in which refinancing terms are worked out prior to filing Chapter 11, avoiding millions of dollars of fees. In the fastest bankruptcy in US history, Skadden shepherded Bluebird in and out of Chapter 11 in only 32 hours. Peers describe the firm as having "an excellent debtor-side practice" with "a huge debtor client base" and "a pretty impressive group and deal sheet".

Over the last year, the firm has seen the retirement of two of its New York-based restructuring partners – Kayalyn Marafioti, who left in December 2010, and J Gregory St Clair, who finished with the firm in March 2011. In May that year, senior partner Gregg Galardi left the firm to become co-chairman of DLA Piper's bankruptcy and reorganisation group. "Gregg's a good lawyer - I think that's a big loss for them," says one rival.

However, the firm continues to retain plenty of talent. One competitor describes senior statesman J Gregory Milmoe, who co-leads the firm's corporate restructuring group, as "a terrific guy – I don't think he'll ever retire." In April 2011, the firm promoted Glenn Walter to partner in its LA office.

Skadden represented movie production company MGM Studios and 159 affiliates in a series of pre-packaged bankruptcy cases. MGM, which filed for Chapter 11 in November 2010, converted $5 billion in secured lender claims to equity in the reorganised company. After defeating a hostile takeover attempt, MGM won support from 96% of its secured lenders. Despite the size and complexity of the cases, Skadden was able to obtain confirmation for the plan less than one month after the cases commenced, representing the largest pre-packaged bankruptcy case ever to be confirmed in less than 30 days.

The firm has also been advising Black Diamond Capital Management for over eight years in distressed M&A transactions and in roles including as a purchaser of distressed assets, a sponsor of Chapter 11 reorganisation plans, a purchaser and seller of debt and equity securities and as a lender both inside and outside of Chapter 11 proceedings.