Capital markets - debt and equity
Capital markets - high-yield debt
Davis Polk & Wardwell
Davis Polk & Wardwell has what one competitor describes as "the best all-round practice" in capital markets. Its partners have long been "the go-to people" in debt and equity, according to competitors....
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Davis Polk & Wardwell has what one competitor describes as "the best all-round practice" in capital markets. Its partners have long been "the go-to people" in debt and equity, according to competitors. The firm also climbs a tier in this year's high yield rankings, following widespread feedback about its flourishing practice. "Davis Polk has been putting in more of an effort in high yield, and more resources," says one competitor.
Davis Polk has earned a reputation as a pioneer, with some of the largest and most complex high-yield offerings in history under its belt. The firm advised issuer Freeport McMoRan, an international mining company, on the largest high-yield debt deal ever. Its partners also helped pioneer the technique of privately placing notes under Rule 144A and following with a registered exchange offer - a strategy now used in the majority of all high-yield financings. "I am a big fan of Davis – they do great work," says one client. "I think their lawyers are exceptionally capable and loyal."
The firm also advised the underwriters on the $23.1 billion initial public offering of General Motors Company, the largest-ever IPO. As selling shareholders, the US Department of the Treasury, Canada GEN Investment Corporation and UAW Retiree Medical Benefits Trust sold common stock of General Motors, and General Motors sold shares of its 4.75% Series B mandatory convertible junior preferred stock. The deal closed in December 2010 and included a simultaneous registered public offering in Canada, a directed share program, and private placements in over 40 jurisdictions around the world.
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Leading lawyers
Bruce Dallas
Alan Denenberg
Michael Kaplan
Richard Sandler
Richard Truesdell
Capital markets – derivatives
Davis Polk & Wardwell
With a derivatives practice that is the envy of law firms around the world, Davis Polk & Wardwell continues its tier one reign this year. The firm is described by competitors as having a "market-leading position in equity derivatives" and being "very big on regulatory reform"....
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With a derivatives practice that is the envy of law firms around the world, Davis Polk & Wardwell continues its tier one reign this year. The firm is described by competitors as having a "market-leading position in equity derivatives" and being "very big on regulatory reform". It has established itself as an innovator on legislative changes over the past few years, and its regulatory expertise has boosted its capacities in other practice areas.
One client describes the firm's advice as "timely" and "very high quality", adding, "I think they treat us as an important client, so we get very good service from them." The firm's clients read like a who's who of international financial institutions, with companies including Barclays Capital, Credit Suisse, Deutsche Bank, Goldman Sachs, Wells Fargo Securities, Citigroup Global Markets and Banc of America Merrill Lynch.
Davis Polk has recently been involved in a number of groundbreaking transactions. These included advising underwriters on the $23.1 billion IPO of General Motors, which closed in December 2010 and was the largest equity-linked offering by a US issuer. The U.S. Department of the Treasury, Canada GEN Investment Corporation and UAW Retiree Medical Benefits Trust, as shareholders, sold the majority of the shares in the company, and General Motors sold shares of its Series B mandatory convertible junior preferred stock. Both included full exercise of the over-allotment option.
In June that year, the firm also advised the joint lead book-running managers in the largest-ever registered equity offering by a US utility company. The firm represented Credit Suisse Securities US, Merrill Lynch, and Pierce Fenner & Smith in the offering of $2.48 billion of common stock and $1.15 billion of equity units of utility company PPL. In April 2011, the firm advised the joint lead book-running managers on PPL's concurrent SEC-registered offerings of $2.33 billion of common stock and $978 million of equity units. The proceeds of the April 2011 transaction were used to repay some of the £3.6 billion bridge loan PPL used to fund its acquisition of UK electricity business Central Networks.
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Leading lawyers
John Brandow
Daniel Budofsky
Michael Kaplan
Warren Motley
James Rothwell
Bank lending
Financial services regulatory
Davis Polk & Wardwell
Davis Polk & Wardwell moves into the top tier in this year's regulatory rankings, following strong market feedback about the firm's shrewd business strategies over the past few years. During the downturn, partners anticipated legislative reform and began an aggressive recruitment campaign....
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Davis Polk & Wardwell moves into the top tier in this year's regulatory rankings, following strong market feedback about the firm's shrewd business strategies over the past few years. During the downturn, partners anticipated legislative reform and began an aggressive recruitment campaign. Since 2007, Davis Polk has more than doubled its number of regulatory lawyers. Its team includes former regulators, in-house counsels to major banking institutions, and Supreme Court clerks. One rival remarks, "I view them as a worthy competitor."
In the wake of the financial crisis, the firm has become a market leader on legislative reforms. It has introduced innovations such as the Dodd-Frank Tracker, a subscription service which provides clients with online tools and email updates on the latest regulatory developments. The tracker, which has since been emulated by many rivals, was the brainchild of an associate who created a prototype for partners one weekend. "Davis has made Dodd Frank into a business almost of its own," notes one competitor.
One client describes the tracker as a useful supplement to the insights the firm has on changes from Washington DC. "I think their innovativeness is directly tied to their knowledge base," he says. "I think the Dodd-Frank tracker is a good example of it. They make an effort to keep you in touch with changes that could affect you." Partner Margaret Tahyar, who moved back from the firm's Paris office to its practice in New York in 2009, was singled out for praise by peers. "She's really taken up their regulatory reform," says one attorney. "I have been very impressed by her."
On the transactional side, another customer characterises Jim Florack as "a highly creative and responsive bank finance attorney", and notes that the firm's professionals "deliver services well, so that my business clients are happy." A third client singles out partner Karin Day for praise. "I would say one of our companies would be bankrupt without her assistance, and we have probably around three times our money as a result of her," he remarks.
Davis Polk was selected to draft technical language for Dodd-Frank and make recommendations on how the bank resolution statute could be adapted for all systemically important financial institutions. The firm's lawyers also played a leading role in the US government's unprecedented financings of AIG and Citigroup and its takeover of Freddie Mac.
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Leading lawyers
John Douglas
Jim Florack
Luigi De Ghenghi
Randall Guynn
Arthur Long
Brad Smith
Margaret Tahyar
Davis Polk & Wardwell
Davis Polk & Wardwell continues to live up to its reputation as one of the country's most cutting-edge M&A practices. At the IFLR Americas Awards 2010, which recognise innovation, the firm's M&A group scooped prizes including M&A Deal of the Year and M&A Team of the Year....
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Davis Polk & Wardwell continues to live up to its reputation as one of the country's most cutting-edge M&A practices. At the IFLR Americas Awards 2010, which recognise innovation, the firm's M&A group scooped prizes including M&A Deal of the Year and M&A Team of the Year. "Davis is a very able small M&A shop," says one competitor. "I like them - they are capable. They have good people." Another rival remarks, "I think they are focused, experienced and practical."
Clients appreciate the firm's technical expertise and professionalism. "They know the law inside and out and they also help me make important judgements," says one customer. "They give you very high-level, sophisticated advice that helps you make important decisions." Another client says the firm's advice is "timely, it's very high quality and I think they treat us as an important client, so we get very good service from them."
Recent highlights of the firm's work include advising PepsiCo on its $3.8 billion acquisition of a 66% stake in Wimm-Bill-Dann Foods, a food and beverage company. Davis Polk is now advising PepsiCo on an offer for all outstanding ordinary shares and American Depositary Shares of Wimm-Bill-Dann Foods that it does not already own. The tender offer was announced in February 2011, on the same day as the acquisition closed.
The firm is also advising CVSCaremark on its $1.25 billion acquisition of the Medicare Part D business of Universal American, New York-based Medicare prescription drug plan sponsor. The ongoing deal was announced in December 2010.
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Leading lawyers
George Bason
John Bick
David Caplan
Louis Goldberg
Phillip Mills
Davis Polk & Wardwell
The private equity practice of Davis Polk & Wardwell benefits from what competitors describe as its “fantastic M&A practice”. The firm has leveraged this to its advantage....
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The private equity practice of Davis Polk & Wardwell benefits from what competitors describe as its “fantastic M&A practice”. The firm has leveraged this to its advantage. George Bason Jr, the global head of the firm's M&A practice, also oversees its private equity team.
Davis Polk recently advised Quadrangle Group as principal selling shareholders on the $828 million acquisition of security company Protection One by affiliates of private equity firm GTCR Golder Rauner. The deal, which closed in June 2010, utilised an innovative structure to allow it to go through quickly. This involved a tender offer with a top-up to 90%, using the unissued shares of Protection One so the acquisition could be completed in one day, without the delay of a merger proxy statement.
In the largest private equity transaction in Brazil in 2010, Davis Polk represented health care company Grupo Qualicorp in connection with acquiring a controlling stake in the company by The Carlyle Group. The deal, which closed in July 2010 for an undisclosed amount, was also one of the few private equity transactions in Brazil in which leverage played a significant part.
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Leading lawyers
George Bason
John Bick
Nancy Sanborn
Investment funds - private equity: fund formation
Investment funds - hedge funds
Davis Polk & Wardwell
Davis Polk & Wardwell is a well-known name in private equity and a respected presence in hedge funds. The firm has been involved in private equity fund formation matters since they began in the mid-1980s....
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Davis Polk & Wardwell is a well-known name in private equity and a respected presence in hedge funds. The firm has been involved in private equity fund formation matters since they began in the mid-1980s. One competitor says, "They have a handful of big clients and their private equity is very good."
One client, who works with the firm in private equity fund formation, says, "We always feel like we get their best lawyers. They have always made us feel like we were their top priority and when we needed to reach their partners – including the head of the firm – during the nights or weekends, they have always been there."
The firm represented private equity GSC Investment (GNV) as the issuer on the sale of a controlling interest in the company to investors associated with Saratoga Partners. The transaction involved the sale of new equity representing over 35% of the shares of GNV, negotiation of a new investment advisory relationship with Saratoga, and negotiation of a new credit facility with a third-party lender. The transaction was approved by GNV shareholders of GNV and was finalised in summer 2010.
Davis Polk also advised the Securities Industry and Financial Markets Association (SIFMA) on the application of the Volcker Rule to banks and their investments in, and sponsoships of, private equity funds. The firm drafted comment letters for SIFMA in connection with the proposed rules. It is also advising the Asset Manager Group at SIFMA, a group of asset managers whose combined assets exceed $20 trillion, on proposed rulemaking concerning swap transactions.
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Leading lawyers
Nora Jordan
Yukako Kawata
Leor Landa
Davis Polk & Wardwell
Davis Polk & Wardwell is known for its small but potent project finance group. "They are highly responsive, very smart people who know what they are doing," says one client....
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Davis Polk & Wardwell is known for its small but potent project finance group. "They are highly responsive, very smart people who know what they are doing," says one client.
The firm recently counselled Odebrecht on its $1.5 billion Rule 144A/Reg S offering of 6.35% senior secured notes, which will raise capital for the construction of two deep sea drill ships. The ships will be able to drill up to 12,000 meters below the seabed off the coast of Brazil. The bonds represented the largest debt offering in Brazil in 2010.
The firm is also advising Credit Suisse in a $975 million bank and bond financing of a casino and racetrack development at two sites in Ohio. The project, which is sponsored by Rock Gaming and Caesars Entertainment, is ongoing.
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Leading lawyers
Joseph Hadley
E Waide Warner
Davis Polk & Wardwell
Davis Polk & Wardwell is recognised by clients and competitors as having an outstanding international practice in restructuring and insolvency. "They tend to have more complicated transactions, more complicated issues and more global matters generally," says one competitor....
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Davis Polk & Wardwell is recognised by clients and competitors as having an outstanding international practice in restructuring and insolvency. "They tend to have more complicated transactions, more complicated issues and more global matters generally," says one competitor.
The firm's lawyers have made their mark on the industry. The practice is led by Donald Bernstein, who a peers describe as "a good senior statesman type" and clients see as "an excellent strategist" and an "effective leader". Up-and-coming partner Elliott Moskowitz is also turning heads. "He's a very young guy - he made partner two years ago - but he's very thoughtful, he really gets his homework done and he's a very straight shooter," says another competitor. A client depicts partner Brian Resnick as "insightful, thoughtful, organised; always has my back, always prepared", and partner Karin Day as being "a complete professional, one of the most impressive lawyers that I have worked with in her area of expertise."
Davis Polk is advising the Federal Reserve and the US Treasury on the recapitalisation of AIG, which was completed in January 2011. At the close of the $180 billion transaction, AIG repaid the Fed $47 billion, including the outstanding balance on an $85 billion credit facility, and no longer has any outstanding obligations to the Fed. The Treasury now owns 92% of the company and $20 billion of preferred equity interests in two AIG subsidiaries.
The firm is also counselling JPMorgan Chase, as agent bank on a syndicated senior credit facility, in relation to the Chicago Tribune's efforts to restructure $13.5 billion of debt under Chapter 11. The sum includes money owed from its 2007 leveraged recapitalisation.
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Leading lawyers
Donald Bernstein
Marshall Huebner
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