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

	Kirkland & Ellis Simpson Thacher & Bartlett
	Cleary Gottlieb Steen & Hamilton Debevoise & Plimpton Latham & Watkins Ropes & Gray Skadden Arps Slate Meagher & Flom Weil Gotshal & Manges
	Davis Polk & Wardwell Fried Frank Harris Shriver & Jacobson Gibson Dunn & Crutcher Paul Weiss Rifkind Wharton & Garrison Schulte Roth & Zabel Willkie Farr & Gallagher
	Proskauer Rose Sullivan & Cromwell Wachtell Lipton Rosen & Katz

After a difficult few years following the economic crash, private equity is making a comeback. Funds which tightened their purse strings during the downturn are now looking to acquire assets. Liquidity is high, and low interest rates are prompting investors to take more risks. Though fundraising was slow during the first quarter of 2011, it had picked up by the middle of the year. With money cheap, plentiful, and available on good terms, activity has soared. "I think the economy is clearly turning a corner - or at least people think it is," says one attorney.

Banks, bonds, and high-yield financing have been popular sources of funding for deals. "The good news is that if you want to do a deal there's financing," says another partner. "The bad news is that financing is so readily available that it is creating unrealistic price expectations." Multiples are up, and companies that have already been trading at multi-year highs are selling at a premium. "The companies are doing just fine," says a third practitioner. "They are willing to sell if they get the right price, but they are not desperate."

Competition from strategic acquirers may become a problem for private equity firms over the next year. As a result of downsizing during the economic crisis and a prolonged period of cheap borrowing, corporations are now in the enviable position of having an overabundance of cash. In January 2011, the top 50 publicly-traded companies were collectively sitting on over $1 trillion, according to research by Standard & Poor's. As a result, M&A activity increased, as corporations struggled to find ways to empty their piggybanks. Since buying outright is less expensive than even cheap debt, strategic acquirers are almost always able to outbid a private equity firm. "I think the pace will slow down because of unrealistic price expectations," says one partner. "I think some of our clients are choking on some of the prices."

Firms report that most of the activity has been in upper-middle market buyout transactions. "I think there are more middle market deals, depending on how you define middle market," says another partner. "Certainly, the billion dollars and below are more the norm than the billion dollar and above." Hot sectors include energy, technology, health care and distressed real estate. Investments in emerging markets were also a focus of 2010. According to 2010 year-end statistics from the Emerging Market Private Equity Association, Asia captured a 61% share of those investments. However, Brazil has now overtaken China as the top destination for private equity investment, according to research released by the same organisation in April 2011.

Challenges ahead include managing potential increases in costs brought about from increased competition, regulation and the possibility of rising interest rates. In a recent survey of fund managers by global professional services firm Rothstein Kass, nearly 86% agreed that compliance costs will increase for private equity funds under the provisions of Dodd-Frank and the Consumer Protection Act. When interest rates eventually go up, this may result in what one lawyer describes as "a damper on the ability to close deals going forward". For the moment, however, transactions show no sign of slowing down. "It's a pretty robust time for private equity," says one attorney.

With "a very deep client base in the middle market" and "a large number of lawyers who are very good in the practice", peers agree that Kirkland & Ellis is a frontrunner in deal volume. Private equity is integral to the firm, with around 60% of its 600 corporate lawyers regularly advising private equity sponsors.... [more]

With "a very deep client base in the middle market" and "a large number of lawyers who are very good in the practice", peers agree that Kirkland & Ellis is a frontrunner in deal volume. Private equity is integral to the firm, with around 60% of its 600 corporate lawyers regularly advising private equity sponsors. Its attorneys, who serve over 250 private equity firms, are known for pioneering structures and techniques.

"We view Kirkland as the model for the middle market because they represent a slew of middle market firms, and I don't think anybody else does that well," says one competitor. "They are very deep and they know all the arguments. There's nothing out there that they haven't thought of."

Peers identify Kirk Radke as one of the firm's stars, noting that he is "at the top of their pole". "They are great people and are incredibly responsive," says one client. "They really provide a first-rate service." The client singles out "exceptional" partner Sanford Perl for praise. "He's an incredibly good lawyer, a great advisor," he says.

Kirkland partners Stephen Fraidin and Bill Sorabell received widespread media attention for an innovative 'dual track' acquisition structure in 3G Capital's $4 billion going-private acquisition of Burger King. This involved 3G beginning a tender offer to acquire control of Burger King, while the fast food giant filed a proxy statement and held a meeting to approve the acquisition. Burger King would be acquired through whichever method was completed first. The agreement for the transaction, which closed in October 2010, also contained mechanics to address potential financing failures.

In an ongoing deal, the firm is representing Apax Partners in the combined $2 billion acquisition of software companies Epicor Software and Activant Solutions to form a single new company. It is unusual for a going-private transaction to include a condition that the acquisition of a separate private company occurs simultaneously.

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With two of the top marquee clients in the private equity space - KKR and Blackstone – Simpson Thacher & Bartlett is the envy of its rivals. The firm is well-known for both the volume of its deals and the innovation of its practitioners.... [more]

With two of the top marquee clients in the private equity space - KKR and Blackstone – Simpson Thacher & Bartlett is the envy of its rivals. The firm is well-known for both the volume of its deals and the innovation of its practitioners. "Simpson is very uniquely situated in the private equity world," says one competitor. "They have KKR, Blackstone and some parts of several big funds - that's really special." Another peer says, "No other firm on this list has such a dominant market share of two prime clients like they do." A third laments, "We would love to be able to represent those clients."

Peers expressed admiration for Richard Beattie, the firm's chairman. "In the private equity space, the most senior statesman-like person is certainly is Dick Beatty at Simpson," says one rival. "I think he's sort of in a unique spot in that area." Competitors also say senior partner Charles 'Casey' Cogut is "a very well-known name - he's done some huge deals." Clients were equally impressed. "They are very smart and capable, very experienced," says one long-time customer. "All the things you would expect from a firm with the stature of Simpson."

In a transaction which closed in March 2011, the firm represented KKR, Vestar Capital Partners, and Centerview Partners in their $5.3 billion acquisition of Del Monte Foods. The deal, which made national headlines, included the assumption of approximately $1.3 billion of debt.

In another widely-publicised deal, the firm is representing Blackstone in the $9.4 billion buyout of Centro Properties Group's US shopping mall business. Centro, Australia's largest manager of retail property investment syndicates, held 588 properties in the United States at the end of 2010. The deal closed in June 2011.

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Cleary Gottlieb Steen & Hamilton has advised on three of the four largest-ever leveraged buyouts completed worldwide, and regularly works on first-of-a-kind transactions. The firm has lawyers in the US, Europe and Asia and its clients include marquee name TPG Capital.... [more]

Cleary Gottlieb Steen & Hamilton has advised on three of the four largest-ever leveraged buyouts completed worldwide, and regularly works on first-of-a-kind transactions. The firm has lawyers in the US, Europe and Asia and its clients include marquee name TPG Capital. Competitors say Cleary Gottlieb is "good for both strategic and private equity" and is "an outstanding firm, no doubt about it".

Peers identify partners Paul Shim and Michael Ryan as key figures in the market. One peer says of Shim, "He's really somebody I think is a terrific lawyer and does a great job. I think the same of Michael Ryan." In September 2010, partner Filip Moerman transferred to the firm's New York office, after splitting his time between its practices in Beijing and Hong Kong.

The firm advised J Crew on its $3 billion acquisition by funds affiliated with TPG and Leonard Green & Partners. The transaction, which attracted widespread media attention, closed in March 2011. It involved various complications, including TPG's former majority stake in J Crew, TPG founding partner James Coulter's position on J Crew's board, and retaining its chairman and chief executive Millard Drexler after the deal.

In a transaction which closed in December 2010, the firm also counselled TPG in the first foreign private equity investment in a Chinese securities firm, the China International Capital Corporation.

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Debevoise & Plimpton has been a pioneer in private equity for over 30 years. Competitors express a "very high regard" for the firm, which they say is "strong in investment management, strong in private equity".... [more]

Debevoise & Plimpton has been a pioneer in private equity for over 30 years. Competitors express a "very high regard" for the firm, which they say is "strong in investment management, strong in private equity". Whilst the firm lacks the same volume of deals as its top-tier rivals, it has produced innovative solutions for some of the largest and most complex transactions in the industry. One peer says, "They are very capable and work on some high-profile matters." Clients include Cerberus Capital Management, First Reserve, BAML Capital Partners, Teachers' Private Capital and The Carlyle Group.

In January 2011, the firm recruited David Innes, a former partner at Travers Smith. Innes has represented clients including 3i, Bridgepoint Capital and TA Associates, in prominenttransactions including Bridgepoint's £955 million sale of Pets at Home to KKR, which was one of the largest buyouts in the UK in 2010. One competitor describes partner Franci Blassberg as "a tremendous person to work with" and Jeffrey Rosen as "a spectacularly talented lawyer, and very innovative".

The firm recently advised Reynolds Group in its $6 billion going-private acquisition of Pactiv Corporation, which manufacturers packaging including the Hefty brand trash bag. The deal closed in November 2010, and included complex financing arrangements involving equity from Rank and debt financing from affiliates of Credit Suisse, HSBC and Australia New Zealand Bank.

Other notable work includes advising Clayton, Dubilier & Rice on the acquisition of a 42.5% stake in chemical company Univar, valued at $4.2 billion. Clayton, Dubilier & Rice bought the stake from London-based private equity firm CVC Capital in a secondary buyout, following a dual-track IPO process. CVC will retain a 42.5% holding in the company, with the remaining 15% split between Univar's managers and other investors. The deal closed in November 2010.

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Ropes & Gray advises what competitors describe as "a good, broad stable" of clients in private equity, including 13 of the 35 largest global funds and over 30 mid-market firms routinely doing $100 million to $1 billion transactions. The firm has over 175 lawyers devoting most of their practice to private equity, and has a growing international scope; since 2007, it has opened offices in London and Chicago and has expanded its offices in Tokyo, Hong Kong, and San Francisco.... [more]

Ropes & Gray advises what competitors describe as "a good, broad stable" of clients in private equity, including 13 of the 35 largest global funds and over 30 mid-market firms routinely doing $100 million to $1 billion transactions. The firm has over 175 lawyers devoting most of their practice to private equity, and has a growing international scope; since 2007, it has opened offices in London and Chicago and has expanded its offices in Tokyo, Hong Kong, and San Francisco.

One competitor says the firm would be his first choice to recommend to a client if he was conflicted out of a deal. "I think they would be able to effectively and economically represent my client," he adds.

Ropes & Gray's private equity transactions group is led by Al Rose, described by peers as "a leading lawyer". Rose, along with partner Julie Jones, led a team representing TPG Capital and Leonard Green & Partners in the $3 billion acquisition of apparel chain J Crew. The widely-publicised deal involved several complicated issues. These included the fact that TPG had once held a majority stake in the clothing retailer and took it public, the presence of TPG founding partner James Coulter on J Crew's board, and the issue of retaining J Crew's chairman and chief executive Millard Drexler after the deal.

In a deal which closed in December 2010, the firm also represented Welsh, Carson, Anderson & Stowe in its $2.1 billion sale of the US's largest cancer care provider, US Oncology. The health care company was sold to McKesson, the largest distributor of drugs in the US.

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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.... [more]

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.

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Weil Gotshal & Manges has demonstrated what peers describe as an "impressive" ability to carve out a position for itself in private equity transactions. "They are a firm that in the last 20 years went from nowhere in private equity to being a dominant player," remarks one competitor.... [more]

Weil Gotshal & Manges has demonstrated what peers describe as an "impressive" ability to carve out a position for itself in private equity transactions. "They are a firm that in the last 20 years went from nowhere in private equity to being a dominant player," remarks one competitor. The firm's private equity work benefits from the expertise of its first-rate restructuring practice, resulting in particular strength in distressed M&A matters involving private equity firms. It has worked on several bankruptcy acquisitions and restructurings of portfolio companies. "Weil has done a really good job of developing a niche in this area," notes one peer. "They have a good team and they seem to show up on a lot of deals I have done."

The firm also regularly represents over 40 sponsor clients in the US on deal execution matters, including mega and middle-market private equity funds, sovereign wealth funds, and public business development companies. Key clients include Thomas H Lee Partners, Providence Equity Partners, Advent International, Lindsay Goldberg and Oak Hill Capital. "They know all the issues," says one client. "We feel like they have a good handle on the market and where things are headed. In email, by phone and in person they are always available 24-7 if we need them."

The firm recently represented cable, internet and telephone provider Bresnan Communications, a portfolio company of Providence Equity Partners, in its $1.36 billion sale to media giant Cablevision. The deal closed in December 2010. Upon completion of the transaction, Cablevision gained advanced cable systems serving more than 300,000 basic subscribers.

In another deal highlight, the firm structured a combination of innovative financing and attractive contract terms to help its client, Thomas H Lee Partners, prevail in a competitive process to acquire Acosta Sales & Marketing. The $2.2 billion secondary buyout closed in March 2011.

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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.... [more]

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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Gibson Dunn & Crutcher counts many of the largest and most active financial sponsors, sovereign wealth funds and financial institutions amongst its private equity clients. In a $5.... [more]

Gibson Dunn & Crutcher counts many of the largest and most active financial sponsors, sovereign wealth funds and financial institutions amongst its private equity clients. In a $5.4 billion deal that closed in February 2011, the firm advised Del Monte Foods in its sale to an investor syndicate led by funds affiliated with Kohlberg Kravis Roberts, Vestar Capital Partners and Centerview Partners.

Other recent highlights include representing Bank of America as financial advisor to nutritional supplement manufacturer NBTY in its acquisition by the Carlyle Group. The deal closed in October 2010.
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Paul Weiss Rifkind & Garrison earns praise from peers for its active practice and focused partners. “Paul Weiss has some good clients,” says one competitor.... [more]

Paul Weiss Rifkind & Garrison earns praise from peers for its active practice and focused partners. “Paul Weiss has some good clients,” says one competitor. Another rival remarks, “They have an entrepreneurial drive that a lot of firms don’t have. They are very capable folks and we do see them in a decent number of transactions.” In January 2011, the firm promoted Neil Goldman to partner.

In an ongoing deal which brings together two of the largest radio station operators in the United States, the firm is representing Crestview Partners in its $500 million joint investment with Macquarie Capital. This involves up to $500 million in equity financing to Cumulus Media as part of Cumulus's $2.4 billion acquisition of Citadel Broadcasting Corporation.

Other notable work includes advising on one of the largest deals ever to have taken place in Taiwan. The firm represented The Carlyle Group in connection with the $2.4 billion sale of its majority stake in cable TV operator kbro to Wealth Media. The deal closed in March 2011.
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Schulte Roth & Zabel has “had a very good run recently” in private equity work, according to one peer. The firm’s practice feeds off its dominance in hedge funds.... [more]

Schulte Roth & Zabel has “had a very good run recently” in private equity work, according to one peer. The firm’s practice feeds off its dominance in hedge funds. Another competitor says, “Schulte has a good marquee client in Cerebus, who look like they are becoming active again.”

In April 2011, the firm represented Cerebus in its sale of Chrysler Financial to TD Bank Group for $6.3 billion. TD Bank, a wholly owned subsidiary of TD, acquired Chrysler Financial in the US and Canada. Through the acquisition, TD obtained all of Chrysler Financial's processes and technology and its retail assets in both countries. The deal closed in April 2011.

In another notable transaction, the firm advised private equity firm Veritas Capital on its acquisition of Lockheed Martin 's Enterprise Integration Group business, which provides engineering and intelligence services, for $815 million. The transaction, which was structured as an asset purchase, closed in November 2010.
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The private equity group of Proskauer Rose is amongst the most active in the US. In each of the past three years, the firms has negotiated and closed over 100 buyouts, portfolio company divestitures, investments and other private equity transactions.... [more]

The private equity group of Proskauer Rose is amongst the most active in the US. In each of the past three years, the firms has negotiated and closed over 100 buyouts, portfolio company divestitures, investments and other private equity transactions. Peers say that Proskauer’s strength is in representing mid-market buyout firms. “They have a very good fund formation group, but the majority of their lawyers would be in transactions,” says one competitor.

In a deal closing in May 2010 and involving $24.6 billion of refinanced debt, the firm represented private equity fund Ares Corporate Opportunities Fund III in connection with the restructuring of chemical company LyondellBasell and its emergence from Chapter 11 bankruptcy proceedings. The transaction involved the backstop of a rights offering. LyondellBasell was able to list on the NYSE within six months of exiting bankruptcy.

The firm also represented Lexington Partners negotiating the purchase of $1 billion of secondary assets and the transfer of the investment management business of Citigroup Private Equity. The matter involved the sale of over $10 billion of assets under management, to Lexington and StepStone Group, and was one of the largest secondary transactions of direct and indirect private equity holdings to date. It closed in September 2010.
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Sullivan & Cromwell’s private equity practice draws on the firm’s strength in other practice areas, including M&A, capital markets, and bank lending. The firm recently represented CVC Capital Partners in the sale of a 42.... [more]

Sullivan & Cromwell’s private equity practice draws on the firm’s strength in other practice areas, including M&A, capital markets, and bank lending. The firm recently represented CVC Capital Partners in the sale of a 42.5% ownership interest in Univar to Clayton, Dubilier & Rice, for $4.2 billion. The deal closed in November 2010.

In another transaction which closed in February 2011, the firm advised Fairholme Capital Management in the $1.7 billion sale of its 11% stake in General Growth Properties to Brookfield Asset Management.
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