United States


IFLR1000 Reviews

Bingham McCutchen
In March 2013, Amy Kyle oversaw a team of lawyers representing Tempur-Pedic International and subsidiaries as borrowers in $2.12 of financing arrangements, involving a $1.77 billion senior secured revolving credit and term loan facility and a $350 million senior notes offering. These financings enabled the client to proceed with its acquisition of Sealy Corporation and subsidiaries, a deal overseen by Bingham M&A partner John Utzschneider.

Also in March 2013, Kyle represented Bank of America as administrative agent and lender and Merrill Lynch as syndication agent and joint lead arranger in the upgrading of a credit facility for CAI International and its Barbados subsidiary, transforming it into a $760 million senior secure syndicated revolving borrowing base credit with a $200 million increase option. The complexity of this deal derives not only from the need to comply with both Barbados and US regulations but also from CAI’s numerous strata of intercreditor and collateral pooling arrangements.
Bracewell & Giuliani
The hiring of partner Rick Farmer from Fulbright & Jaworski in February 2013 was a crucial step in a strategy to increase the representation of banks in deals undertaken by Bracewell’s project finance practice, drawing upon Farmer’s experience in cross-border transactions in the utilities space. He has also carried out significant deals for private equity clients. It will be interesting to watch what Farmer brings to this dynamic and growing firm in 2014 and beyond.

In May 2012, partner Robin Miles and colleagues represented Phillips 66 as borrower under roughly $23 billion worth of credit facilities, in relation a public spin-off by ConocoPhillips of its crude oil and petroleum product divisions. As part of the deal, Bracewell’s attorneys had to demonstrate a fluency with and aptitude for capital markets debt offerings. The transaction involved representing Phillips 66 in a private offering of $5.8 billion of senior notes, with maturity dates ranging from 2015 to 2042. The firm characterises this deal as one of the biggest financings undertaken for a newly distributed subsidiary.
Cadwalader Wickersham & Taft
Christopher McDermott and Jeffrey Nagle represented BNP Paribas as administrative agent and collateral agent and BNP Paribas Securities as sole lead arranger and bookrunner in relation to the amendment and restatement of a $500 million syndicated secured working capital facility for an energy trading and terminal company. In July 2012, Michael Niebruegge and Christine McMillan advised Credit Suisse on the launch of a secured hedge facility with Crudecorp ASA, pursuant to an ISDA master agreement. Secured through a mortgage on producing oil and gas wells, the facility's agreement includes oil hedging and gas transactions as well as a prepayment facility.
Cleary Gottlieb Steen & Hamilton
In recent years, Cleary's bank lending practice has had a focus on acquisition financing, but that should not obscure its capabilities in other banking areas. In a year crowded with sophisticated bank lending transactions, one matter in particular stands out for sheer ingenuity. Richard Cooper and Duane McLaughlin represented the steering committee of CEMEX's major creditors in the re-financing of roughly $7 billion CEMEX bank and private placement debt. More than half of the exposures under the 2009 debt were represented by creditors BBVA, Banco Santander, BNP Paribas, Bank of America Merrill Lynch, Citigroup Global Markets, HSBC Bank, JPMorgan Chase Bank and RBS. Under the innovative structure developed for this deal, a consent solicitation of creditors removed protections that certain creditors enjoyed from non-participating creditors. Those that had accepted the solicitation swapped existing debts either for $6.2 billion in new debt instruments maturing in 2017, or, if they chose, for $500 million of new 9.5% senior secured notes due in 2018.
Cravath Swaine & Moore
Cravath's banking practice has recently demonstrated its expertise in the acquisition-financing sphere. In a deal signed in February 2013, B Robbins Kiessling and Stephen Kessing are providing counsel to JPMorgan as lead arranger of committed financing for a $4 billion bank term loan and a $3 billion revolving credit facility in relation to Freeport McMoRan Copper & Gold's pending acquisition of Plains Exploration & Production Company and McMoRan Exploration Company.

In April 2013, James Cooper represented JPMorgan in relation to $2.65 billion of secured term loans and revolving credit facilities for purposes of re-financing Weight Watchers International's outstanding debts. In May 2012, James Vardell III advised chemical firm INEOS Finance in relation to its $2.37 billion and €500 million term loans.

Davis Polk & Wardwell
The firm's banking practice rides on a steady stream of deals on both the borrower and lender side. In February 2013, Lawrence Wieman advised a leading international mining company, Freeport-McMoRan Copper & Gold, in relation to a $4 billion five-year syndicated senior unsecured term loan as well as a $3 billion five-year syndicated senior unsecured revolving credit facility, with J.P. Morgan Chase acting as agent for both. Thanks to proceeds from the term loan, Freeport-McMoRan is in a stronger position to proceed with its previously announced acquisitions of Plains Exploration & Production Company and McMoRan Exploration Company.

Also in February 2013, Bradley Smith represented Bank of America as arranger and administrative agent in relation to borrowing undertaken under information technology and health care services firm McKesson's $2.1 billion senior bridge term loan facility. The borrowing was to take place simultaneously with the closing of McKesson's acquisition of PSS World Medical.

Davis Polk's project finance practice is flourishing under the guidance of practice head Waide Warner. In one of the most transformative Latin American project financings in the new century, Stephen Hood and James Vickers are providing counsel to Sete Brasil Participacoes, Sete International and 21 Dutch special purpose individual borrowers in relation to 28 separate bridge loans with a total value of $3 billion. They are also advising the clients with regard to long-term project financings expected to reach the $20 billion range. These arrangements are for the purpose of financing the construction of 21 ultra-deep-water drilling rigs, worth about $950 million apiece, for Petrobras to use in the exploitation of sub-salt reserves deep down in the sea-bed off the Brazilian state of São Paulo. The sources of the loans are syndicates including Banco de Brasil, Banco Itau, Banco Santander, Banco Votorantim, Banco Bradesco, and Banco de Brasil.

Debevoise & Plimpton
In October 2012, David Brittenham oversaw a team of lawyers representing The Carlyle Group in financing arrangements for its $3.3 billion acquisition of Getty Images. In November 2012, Brittenham went on to provide counsel, along with colleague Pierre Maugüé, to Hertz Global Holdings in the financing aspects of its $2.3 billion acquisition of Dollar Thrifty Automotive Group. During the same month, the two attorneys advised Warner Music Group in the $1.5 billion refinancing of its existing senior structured notes and revolving credit facility.

The distinguished work of Debevoise's project finance practice straddles the worlds of acquisition finance and pure M&A. Ivan Mattei recently oversaw a team of lawyers representing the United States Department of Energy in closing a $1.25 billion senior secured financing for the Mojave Solar Power Project, a $1.6 billion power generation plant in San Bernardino County, California. Sponsored by a subsidiary of Spanish construction firm Abengoa, Mojave Solar has an expected capacity to provide energy for 54,000 households while emitting 350,000 fewer tons of carbon dioxide into the atmosphere annually than the typical natural gas-fired power facility.

Freshfields Bruckhaus Deringer
In April 2013, Raciti-Knapp advised Banco Sabadell in relation to the $69.3 million re-financing of the development of a W hotel located in Vieques, Puerto Rico. Freshfields had advised Banco Sabadell on the original financing in 2009. The deal stands as an example of a hybrid of project and corporate financing.
Fried Frank Harris Shriver & Jacobson
In December 2012, Chris Nahr advised USI in relation to a $1.175 billion senior secured credit facility as well as a $630 million senior unsecured high-yield notes offering, all for the purposes of financing USI’s acquisition by Onex, re-financing debts, and having more capital on hand for general corporate expenses. The deal came just a month after Viktor Okasmaa led a financing team advising Extended Stay and its sponsors, Blackstone, Centerbridge, and Paulson, with respect to a $3.6 billion mortgage and mezzanine financing along with a $100 million unsecured revolving credit facility. Also in November 2012, Emil Buchman provided counsel to SL Green Realty, SL Green Operating Partnership, and Reckson Operating Partnership as borrowers in a $1.6 billion unsecured credit facility.
Hunton & Williams
The project finance practice at Hunton & Williams has earned praise from clients recently. Its strong performance is a reflection of many things, but one factor is certainly having taken aboard a team of lawyers from the now-defunct Dewey & LeBoeuf in 2012. The refugees from Dewey include partners Emmett Ellis, Kevin Felz, Michael Fitzpatrick, Steven Friend, Steven Loeshelle and Peter O’Brien, along with senior attorney Betty Cerini and counsel John R R Tormey. The practice’s recent deals have an impressive range, from natural gas-fired and renewable projects to energy company M&A.

A client states: “I have recommended them to others who need project finance counsel, and will continue to do so. Partner Jeff Schroeder is thorough and has good business judgment, which is rare in outside counsel. He understands what’s important and what’s not important.”

A second client reports, “The team is practical and helpful. They do not get in the way with nonsensical points and do not try and prove how smart they are (and they are smart). Greg Lang and Mike Madden are core guys with a no-nonsense approach. John Hawkins has the experience to reconcile difficult obstacles and I would take special note of Matt Somma, who is up-and-coming and will run through the wall if need be.”

In a December 2012 deal, Schroeder provided counsel to InterGen in relation to a natural gas-fired power project in San Luis de la Paz in the state of Guanajuato, Mexico, a project valued at $217 million.
Kaye Scholer
Kaye Scholer’s syndicated and leveraged finance team represents lenders and borrowers. One deal that is emblematic of the wide range of banks that trust Kaye Scholer to represent them came in January 2013 when Ed Gabbay and Sheryl Gittlitz advised Bank of America, JPMorgan, Merrill Lynch, and Wells Fargo in a $2.5 billion unsecured revolving credit facility and a $750 million unsecured term loan facility for ERP Operating Limited Partnership.

In the project finance arena, Joel Moser in June 2013 advised Sterling Project Development Group in the development and financing of the $1 billion Willets Point Development Project, aimed at transforming a residential area of Queens, New York, into a major sports and entertainment destination. Jeffrey Chester and Victoria Gilbert in 2012 advised RPM Access in a $116 million construction and term project financing for the client’s 50 MW Rippey and 36 MW Hawkeye wind projects in Iowa, which have an expected capacity to provide renewable energy for more than 30,000 homes.
Kirkland & Ellis
The banking practice headed by Linda Myers in Chicago gained the talents of Erik Helper, who joined Kirkland's Manhattan office from Simpson Thacher & Bartlett in June 2012. Kirkland's sponsor- and borrower-side banking practice has engineered many notable deals in the last year and has earned praise from clients at some of the world's leading corporations and private equity firms. Jay Ptashek is advising 3G Capital Partners on financing arrangements in its agreement (together with Berkshire Hathaway) to acquire HJ Heinz Company for $28 billion, a deal announced in February 2013.The debt financing for this all-cash acquisition breaks down into $11.5 billion of senior secured first lien credit facilities composed of $9.5 billion of term loans and a $2 billion revolving credit facility, along with $3.1 billion of second lien notes. The terms of this deal stipulate that 3G and Berkshire Hathaway will become equal common equity owners in the surviving company upon completion of the merger. Other Kirkland partners have handled the pure M&A aspects of the merger, as detailed below.

In May 2012, Christopher Butler advised Molson Coors Brewing Company in an agreement to purchase StarBev from funds advised by CVC Capital Partners, in a deal involving an auction among several of the bidders. This deal involved a $1.9 billion bridge loan, a $400 million term loan and a $300 million revolving credit facility, for an overall $3.54 billion value. In the unusual indemnification feature of this deal, an 18-month, zero-coupon convertible note will provide approximately $642 million of the purchase price, as opposed to having a portion of the cash purchase price deposited into escrow to shield the buyer from any losses.

Conrado Tenaglia and Sabrena Silver are providing ongoing counsel to BBVA Asset Management as administrative agent with respect to American Tower Corporation's confirmation letter and sponsor support agreement benefiting its Colombia subsidiary. The subsidiary's telecommunication towers are to benefit from a $135 billion facility agreement governed by Colombian law. Besides BBVA, the lenders include Bancolombia, and Helm Bank.

During the fall of 2012, Jeff Norton and Conrado Tenaglia significantly developed the firm's profile in lending work, carrying out deals with the kind of complexity typically associated with leading white-shoe Wall Street firms like Simpson Thacher & Bartlett or Davis Polk. Another highly capable Linklaters partner working in this area is Danelle Le Cren, who is skilled at the advising of financial institutions, both domestically and internationally, in leveraged buyouts, asset financings, tax-based financings, and many other types of deals, some of which are subject to confidentiality requirements.

Mayer Brown
The firm's project finance practice, headed by Barry Machlin, comes in for particular praise from clients. "Barry doesn't just speak in legalese, but in a way that business folks can understand. He translates complex subjects into understandable discussions. He's also very collegial, highly service oriented, and closely involved in the work his practice does," says a client.

Mayer Brown's banking practice displays strength in many areas, including acquisition finance, structured finance, derivatives, and capital markets offerings. In June 2012, Michael Mascia, Keith Oberkfell and Zac Barnett advised Wells Fargo on the finance side of its agreement to acquire WestLB's subscription finance portfolio for $3 billion. Within the portfolio are roughly $6 billion in commitments, about $3 billion of which are outstanding. (partner Elizabeth Raymond was instrumental in representing Wells Fargo on the pure M&A side of the acquisition). In the fall of 2012, David Duffee and John Berkery advised financial institutional clients in a number of complex lending transactions whose details are confidential. In September 2012, Jeffrey Dunetz advised CoBank, Bank of America, Société Générale, and Wells Fargo as lead arrangers in a $600 million credit agreement financing and a $200 million senior note purchase financing.

Mayer Brown's project finance practice is based on Chicago, but knows no borders. Practice head Barry Machlin is representing US Ex-Im Bank, Korea Eximbank, and Korea Trade Insurance Corporation in the financing of Tahrir Petrochemical Project's $4.8 billion petrochemical plant located in Ain Sokhna, Egypt. In another cross-border deal, John Schmidt in February 2013 advised the Puerto Rico Public-Private Partnerships Authority and the Puerto Rico Ports Authority in a roughly $2.6 billion agreement with Aerostar Airport Holdings (a consortium of which Highstar Capital is a member) to lease the San Juan Luis Munoz Marin International Airport for 40 years, the first such airport to undergo leasing under the Federal Aviation Administration's new privatisation program.

McDermott Will & Emery
We are particularly pleased to welcome McDermott's banking practice into our rankings after a strong and unflagging performance over the last 18 months. The practice looks to take advantage of the growing appetite for middle and upper-middle-market deals on both the borrower and the lender side in a steadily improving credit environment. Attorneys Michael Boykins, Gary Rosenbaum, Adam Spiegel, Jean LeBlanc and John Hammond have represented investment company HIG Capital in a series of senior, subordinated, and uni-tranche financings over the course of 2012. Rosenbaum and Spiegel have represented longstanding client GE Capital in a steadily increasing volume of senior secured and revolving credit facilities over the same period.

A number of recent deals have illustrated McDermott's project financing capabilities, notably practice head Blake Winburne's representation of Chevron Energy Services and Macquarie Infrastructure Company in a $140 million financing of a 25MW solar project in Arizona and a 12MW solar facility in Texas. The deals closed in December 2012. In the same month, Winburne advised ArcLight Capital Partners in relation to a $30 million senior secured revolving credit facility for High Point Infrastructure Partners, with Citibank acting as lender and administrative agent. The recipient of the facility is a joint venture between ArcLight and High Point Energy.

Milbank Tweed Hadley & McCloy
In April 2013, Mike Bellucci, Rick Gray, Todd Koretzky, Katie Taylor and Laura Larsen advised BNP Paribas as sole lead arranger and administrative agent in relation to the amendment and restatement of $1 billion of senior secured credit facilities for The GEO Group and affiliates. Using borrowings and proceeds from a recent $300 million notes offering, the client was able to re-finance its existing credit facilities while defraying related fees and expenditures. In December 2012, Rod Miller and Lauren Hanrahan advised MGM Resorts International in a $5.25 billion re-financing of MGM Grand. The attorneys advised MGM in the course of its progression through a $4 billion amended and restated senior secured credit facility, and, subsequently, through its offering of $1.25 billion of 6.625% senior unsecured notes due 2021. This deal proved to be a watershed for MGM, which was able to drive down its borrowing costs and improve its maturity profile. The deal came hot on the heels of Marc Hanharan's representation of Credit Suisse in November 2012, as administrative agent in a deal where the borrower obtained a re-financing term loan facility, an incremental term loan facility, an incremental revolving commitment increase, amendments to an existing first lien credit agreement, and a second lien credit facility for the purpose of re-financing term loans under the existing second lien credit facility.
Morgan Lewis & Bockius
Morgan Lewis demonstrates considerable sophistication in both corporate and project financings. In September 2012, Richard Petretti advised JPMorgan Chase as administrative agent with respect to a five-year, $800 million syndicated secured revolving credit facility for entertainment giant Lionsgate. Lionsgate reportedly characterises this loan as one of the largest revolving credit facilities obtained by an entertainment company in over ten years. In April 2013, Marshall Stoddard advised Wells Fargo Capital Finance as administrative agent for a syndicate of lenders in an amendment to a credit facility obtained by American Commercial Lines and affiliates.

On the project finance side, Brian Bradshaw in June 2012 represented Sempra Energy/Cameron LNG in agreements with Mitsubish Corporation, Mitsui, and GDF Suez relating to a project, announced in April 2012, concerning a $6 billion natural gas liquefaction export facility in Louisiana. Bradshaw also advised the client on obtaining approvals from the Department of Energy and the Federal Energy Regulatory Commission. Currently, Richard Filosa is acting as counsel to HECA Project Development in relation to the development of an integrated gasification combined cycle polygeneration plant to be situated in Elk Hills, California. This $4 billion facility has an expected capacity of 400 MW and a million tons of fertilizer annually, besides processing and storing roughly 2.5 million tons of carbon dioxide emissions.
Morrison & Foerster
A client of the regulatory and banking practices comments, "We've used MoFo for more broad-based legal services, but more recently, they're our US go-to contact for GOFAC and AMO matters. Partner Barbara Mendelson has been very helpful, responsive, and thorough, and relatively inexpensive in those areas. We're very happy with the services she provides. She's a really nice person, too, which you don't find in lawyers often. "

Morrison & Foerster's banking practice moves up into Tier 5 this year. Not all of the clients and deals that fall under the aegis of partner Jill Feldman's San Francisco-based practice can be publicly disclosed, but a few that are public will provide a sense of its growing domestic and international capabilities. In May 2012, Peter Dopsch and Geoffrey Peck took the lead on the largest debtor-in-possession financing of the year, advising Residential Capital (ResCap) and affiliates as debtors in possession under a $1.45 billion syndicated DIP facility.

Norton Rose Fulbright
In the project finance space, Jeremy Hushon oversaw a team of lawyers representing multilateral and commercial lenders in relation to financing arrangements for a 65-MW land-based power project in Jamaica, undertaken by West Kingston Power Partners and Jamaica Energy Partners. The deal also involves cross-collateralising a pair of existing project-financed power barges. The total value of the three components exceeds $250 million.

One deal in particular exemplifies the international reach of Fulbright’s project financing. Gregg Harris has overseen several attorneys acting as international transaction counsel to lenders providing debt financing (the identities of the lenders and the amount of the financing are confidential) for an ambitious project aimed at fully restoring an ancient railway linking cities in Kenya and Uganda. Fulbright’s lawyers took the lead in the drafting and negotiating of documents for a deal bridging different legal regimes, achieving a first debt disbursement in December 2011 and a second in February 2013.
O'Melveny & Myers
In the realm of project finance, O'Melveny's lawyers have maintained the practice's traditional focus on energy and infrastructure development while engineering a fairly steady series of middle-market deals. In December 2012, Junaid Chida advised JPMorgan, MetLife, State Street, and Union Bank of California in the acquisition, for an undisclosed amount, of interests in the 298.45MW Canadian Hills wind power project in Oklahoma under development by the Atlantic Power Corporation. In August of the same year, Eric Richards advised Citigroup Global Markets in relation to the New Jersey Economic Development Authority's issuance of $101 million of re-funding bonds and its re-marketing of $630 million of special facility revenue bonds, all for purposes of maintaining and improving Newark Liberty International Airport's terminals. In June 2012, practice head Gregory Thorpe advised the Alameda Corridor Transportation Authority in an $83.7 million loan from the Federal Railroad Administration, carried out under the Railroad Rehabilitation and Improvement Financing Program.
Orrick Herrington & Sutcliffe
In the spring of 2013, Julian Chung did extensive work in the restructuring of a credit facility on behalf of a company that leases real property on a triple net lease basis to automobile dealerships. As part of this amendment, Orrick's attorneys demonstrated the ability to work and coordinate with hundreds of lenders to modify existing mortgages on properties spread out across 28 states. In June 2012, Dolph Hellman acted as counsel to Equinix in relation to the firm's $750 million syndicated secured multicurrency credit facility on which Bank of America acted as administrative agent. Thanks to proceeds from the credit facility, the client was in a stronger position to cover its capital needs and refinance existing debts.
Paul Hastings
Paul Hastings’s banking practice had a banner year in 2012, closing 51 deals for Wells Fargo and 33 deals for Royal Bank of Canada. Other deals include representing City National Bank in a series of lending transactions, notably in the bank’s $2 billion senior credit facility for Health Care REIT as part of a consortium of 31 banks. In 2011 and 2012, Jennifer St. John Yount advised Wells Fargo Securities as joint lead arranger and joint lead bookrunner and Wells Fargo Capital Finance as lender in relation to a $1.14 first lien revolving and term loan facility for Attachmate Corporation. In June and July 2012, Mario Ippolito advised GE Capital in the increase and extension of a $200 million ABL credit facility for Global Brass and Copper, in relation to Global Brass’s issuance of $375 million of senior secured notes due 2019.

Beyond strict bank lending work, Paul Hastings has proven particularly adept at advising financial institutions on how to navigate the regulatory landscape and pioneer new programs and/or services to benefit customers and communities. An outstanding example came during the aftermath of Hurricane Sandy, which ravaged the North Eastern United States in October 2012. Kevin Petrasic led a team of Paul Hastings lawyers in the analysis of state lending laws to come up with ways for AIG to put in place an emergency loan program for its employees.

According to a client of the banking practice, “About 50 to 75% of all our work goes to this firm and the reason we use them is that at the end of the day, I want to have the best attorneys in the room.”

Paul Hastings’s project finance practice enjoys an unusual distinction. Facebook, which could hire just about any law firm it chooses, has selected Paul Hastings to take the lead in the energy regulatory work involved in upgrades to the power infrastructure in areas where Facebook seeks to expand its operations. Partner William DeGrandis has gone to bat for Facebook in the negotiation of agreements with electric utilities, including construction and power purchase agreements, to facilitate the opening or growth of Facebook data centres. This work has not only helped Facebook execute its growth strategy, but has made jobs available for people in economically blighted areas such as Buffalo, New York.
Paul Weiss Rifkind Wharton & Garrison
A client speaks highly of attorneys in the banking practice: “I appreciate the responsiveness at crazy hours. For me, the key is that in addition to getting practical advice, it’s this feeling that I’ve learned something and gotten smarter in the process. Like any client, I wish they were half the price, but that’s a fantasy.”

According to another client, the managing director of a leading private equity shop, “In my business you need finance lawyers who understand the securities aspects of finance. Lawrence Wee is the most savvy of them all and really understands the business and the legal aspects. Unlike other firms, there’s not that big of a drop-off, in terms of quality, when you go from the partner to the associate. I think sometimes they get a little busy, but that’s always a good problem for them to have. For me, that’s not a problem, because I have a good relationship with them.”

Partner Wee’s recent work lends support to the above comment. In July 2012, Wee and Terry Schimek advised Harland Clarke Holdings, a portfolio company of MacAndrews & Forbes Holdings, as borrower in an amendment to its $1.8 billion senior secured credit facilities, postponing the maturity of $973.1 million of term loans and a $235 million senior secured notes offering. Wee was also involved in efforts, spearheaded by Eric Goodison, to provide special financing counsel for the Tribune Company in its Chapter 11 exit financings, involving a $1.1 billion covenant lite term loan overseen by JPMorgan and a $300 million asset-based facility overseen by Bank of America. In October 2013, Goodison provided counsel to Oak Hill Capital Partners III with respect to its $575 million senior secured credit facility for purposes of acquiring WaveDivision Holdings.
Ropes & Gray
In September 2012, Jay Kim advised TPG Capital in the negotiation of $1.205 billion of senior secured credit facilities along with $490 million of high-yield senior notes, all for the purposes of acquiring Par Pharmaceutical Companies. The firm characterises this deal as the only going-private acquisition financing involving a contingency option to channel all of the financing into escrow. The following month, Byung Choi advised Bain Capital as the client obtained $300 million in margin loan financing for the acquisition of about 30% of Genpact Limited's common shares. According to the firm, the financing arrangements made use of an innovative structure whereby Bain obtained the sort of leverage in a minority equity investment more typically associated with leveraged buyouts. In February 2013, Steve Rutkovsky advised Dunkin' Brands Group in a re-pricing of a $1.9 billion senior secured credit facility.
Shearman & Sterling
Shearman's banking practice is justly known for routinely drawing upon the talents of partners, associates, and counsel in different jurisdictions and areas of specialisation as the need arises. In April 2013, Maura O'Sullivan oversaw a team of attorneys advising Goldman Sachs Lending Partners, Citigroup Global Markets and Merrill Lynch in relation to a $1.85 billion financing arrangement for Dollar General Corporation. This deal enlisted the help of counsel in New York as well as tax partner Laurence Crouch in the firm's Palo Alto office. In February 2013, Maura O'Sullivan in New York and Jason Lehner who is based in New York and Toronto advised Morgan Stanley Senior Funding, Credit Suisse Securities, and Jefferies Finance as joint lead arrangers and joint book managers in relation to a $715 million senior secured financing, breaking down into a $640 million term loan and a $75 million revolving credit facility. Concurrently, the attorneys advised Morgan Stanley, Credit Suisse, and Jeffries in relation to a concurrent issuance and private placement of $300 million aggregate principal amount of 8.75% senior secured notes due 2019, all of which benefited FairPoint Communications.

In April 2013, O'Sullivan worked on the representation of Bank of America, Morgan Stanley Senior Funding, Goldman Sachs, Deutsche Bank Trust Company Americas, and Jefferies Group as joint lead arrangers and joint lead bookrunners in relation to $580 million financing for TPG Capital's acquisition of ConvergEx Group's RealTick and Eze Software businesses.

Sidley Austin
Sidley's banking practice has carried out a smooth series of middle-market deals for financial institutions from the middle of 2012 through the present. Mark Kirsons represented US Bank National Association as administrative agent, LC issuer, and swing line lender in relation to a $500 million unsecured credit agreement for CH Robinson Worldwide, closing in October 2012. Two months later, Kirsons represented the same client in relation to a $350 million secured credit agreement for Journal Communications.
Simpson Thacher & Bartlett
Simpson Thacher's bank lending practice has had another strong year under practice head Patrick Ryan. The practice continues a steady stream of deals for such blue-chip financial institutions clients as JPMorgan, Barclays Capital, UBS, Morgan Stanley, and Goldman Sachs, as well as private equity leaders Blackstone, Kohlberg Kravis Roberts, Hellman & Friedman, Silver Lake, First Reserve and The Carlyle Group. Although this division of the firm is versed in numerous types of deals, a review of recent deals leaves no question that acquisition financing has been and remains a sweet spot for the practice.

In November 2012, Brian Steinhardt represented Eaton Corporation in relation to $6.75 billion in financing for the proposed $11.8 billion cash and stock acquisition of Cooper Industries. In March 2013, Christopher Brown acted as counsel to JLL Partners in relation to financing arrangements for its acquisition of CoreLab Partners and BioClinica, for undisclosed amounts. In April 2013, Patrick Ryan oversaw the representation of JPMorgan Securities and Barclays Bank in relation to $12.5 billion in bridge financing for Thermo Fisher Scientific, for purposes of its announced acquisition of Life Technologies Corporation.

Outside of acquisition finance, the practice proves adept at securing loan facilities and re-financings. One of many notable recent examples is James Cross's representation of KKR portfolio company First Data Corporation in the issuance of $1.3 billion in senior secured notes due 2020, for purposes of re-financing its outstanding debt.

Skadden Arps Slate Meagher & Flom
Skadden's banking practice promotes itself as a highly sophisticated cross-border practice, irrespective of its relatively small size. (As of press time, it had seven partners based in New York, two in Chicago, and three in Los Angeles.) The practice's work speaks for itself. In May 2012, Sarah Ward represented Barclays Bank in relation to a $1.45 billion superpriority secured DIP loan facility provided to Ally Financial subsidiary Residential Capital. The financing was for purposes of providing one of the nation's largest mortgage originators, in the midst of efforts to sell off its assets under Chapter 11, with critical liquidity enabling it to continue putting forth modifications to existing loans and originate new loans. In its May 2012 Chapter 11 filing, ResCap admitted $15.7 billion in assets and $15.3 in debt. The DIP loan was essential to the reorganization of ResCap through sales expected to generate approximately $4 billion in proceeds.
Sullivan & Cromwell
In December 2012, Andrew Dietderich provided counsel to Eastman Kodak in relation to an $848 million DIP credit facility undertaken in conjunction with second lien note holders, who provided Kodak with roughly $473 million of new money term loans and $375 million of junior term loans. The proceeds proved useful when it came to paying off Kodak's existing term loans and furnishing additional cash to help it emerge from bankruptcy.

In June 2012, S&C lawyers including S Neal McKnight, John Estes and Frank Aquila in New York and George White in London, advised Anheuser-Busch in relation to one- and three-year syndicated term loans with a total value of $14 billion, to support the client's $20.1 billion acquisition of the stake of Grupo Modelo it did not yet own. S&C also represented Anheuser-Busch in that monumental merger, as detailed below. (Funding arrangements also included a $7.5 billion SEC-registered guaranteed bond offering).

In a transformative deal with a strong project finance caste, Fred Rich and Inosi Nyatta in May 2012 advised APLNG on an $8.5 billion project finance facility, signed by the export-import banks of China and the United States, for the development of a revolutionary installation on Curtis Island off the coast of Queensland, Australia. When completed, the $20 billion project will have the capability to transform coal seam gas into liquefied natural gas (LNG) and will be instrumental in supplying LNG to markets in Asia. A joint venture between Origin Energy, ConocoPhillips and Sinopec, with an off-take agreement with Kansai Electric in Japan, this installation represents the largest oil and gas project to sign in 2012.

White & Case
White & Case's project finance practice continues to extend its reach across borders under the leadership of global head Arthur Scavone and Americas regional section head Someera Khokhar. The deals engineered by this practice are remarkable for their successful coordination of sponsors, underwriters, developers, lenders, borrowers, builders, and operators in many countries and continents. The practice heads have their finger on the pulse of changes and pending changes to the laws of Mexico and Brazil that are certain to stimulate international investment, particularly investment from Asia, where Chinese and Korean financial institutions are beginning to emulate the types of financings pioneered in Japan during the 1990s. Regulatory changes on the horizon include revisions to Mexico's constitution that will spin off PEMEX's exploration unit into a new entity, as well as major highway and port concessions announced by Brazil's government this year, involving the privatization of 40 ports around Brazil. Of critical importance, White & Case maintains relations with local law firms in Mexico and Brazil and is poised to take advantage of the changes and pave the way for sponsors and lenders looking for investment targets. Interest in Mexico, site of the fourth largest gas reserves in the world, can confidently be expected to soar once the new incarnation of PEMEX rears its head. The worldwide attention focused on Brazil's athletic events next year make it an equally propitious moment for that country.

A client says, "I am a huge fan of White & Case's project finance work. The lawyers are highly committed to understanding the transaction, the project itself, and what the concerns of banks are in terms of documentation. So I have had a very good experience with them on deals."

In December 2012, Carlos Viana oversaw a team of lawyers working on a unique, transformative deal: The representation of Braskem Idesa, a joint venture between Brazilian thermoplastic resin producer Braskem and Mexican petrochemical firm Grupo Idesa, in a $3.2 billion financing for the Etileno XXI petrochemical plant in Veracruz, Mexico. The firm characterises this project financing as the largest ever undertaken in the petrochemical sector in the Americas.

In May 2012, Victor DeSantis took the lead on the representation of lead arrangers Citigroup Global Markets, BNP Paribas, and ING Bank in a roughly $900 million financing for two drillships under construction by Samsung, the Amaralina Star and the Laguna Star. When completed, Petrobras will charter the two ships for oil exploration and drilling off Brazil's coast. This deal stands as one of the most international financings in years, with the Export-Import Bank of Korea providing a refund guaranty, Brazilian conglomerates set to own and operate the vessels, and lenders based in Brazil, South Korea, the United Kingdom, the Netherlands, the British Virgin Islands, Panama, and the United States.

In June 2012, John Shum led a team of lawyers advising the China Development Bank in relation to its commitment of a maximum of $750 million to finance the building and operation of 300MW solar energy projects in New Jersey. In the course of this financing, the China Development Bank furnished $30 million for the KDC Solar component of the White Rose project.

During the same month, Nandan Nelivigi and Doug Peel represented Asian Development Bank, the US Export-Import Bank, Axis Bank, FMO, and other multilateral and export credit lenders in relation to Reliance Power's roughly $392 million financing of a 100MW photovoltaic solar power project in the village of Dhursar in India. The firm anticipates that the completed project will be one of the largest solar energy generators in the country.

Bracewell & Giuliani
Currently, Houston-based partner Kate Day is advising Citibank as administrative agent and arranger in a $2.45 billion debt financing for a master limited partnership involving CenterPoint Energy, ArcLight Capital Partners, and OGE Energy, to be followed by an IPO of the partnership’s units.

In March 2013, Heather Brown represented Société Générale as lead arranger in a $130 million structured re-financing of movie project equipment installer Cinedigm Digital Funding I.
Cadwalader Wickersham & Taft
Starting in 2011 and continuing straight through the first quarter of 2013, Cadwalader's lawyers have advised many global banks on issuances of structured products ranging from ETFs, equity baskets, reverse convertibles and auto callable products to hedge funds. The notional value of the issuances is in excess of $7 billion. The firm has also advised dealers on the development of novel proprietary indices and the issuance of structured products linked to them. One of the firm's most prominent clients is UBS, which sought counsel concerning the issuance of the Fisher Enhanced Big Cap Growth Securities in the form of ETNs as well as structured notes. The initial structured note issuance, valued at $2 billion, was reportedly the biggest equity-linked structured note issued in the United States in two years. The partners most involved in these matters are Ray Shirazi, David Miller, Mark Howe, Steven Lofchie, Brian Foster, Shlomo Boehm, Daniel Mulcahy and James Frazier.

Besides its advisory role, the firm regularly does strong work in transactions involving securitisation. In the first half of 2012, Michael Gambro represented JPMorgan Securities in a series of deals. In April 2012, he led a team representing both JPMorgan and Wells Fargo as placement agents in relation to the securitisation of non-performing commercial mortgage loans which Rialto had acquired. The firm characterises this deal as the first securitisation making use of non-performing commercial mortgage loans since 1997. Another deal for JPMorgan, in June 2012, involved representing the bank in the securitisation of non-performing commercial loans acquired by a Blackstone and Square Mile joint venture.

Cahill Gordon & Reindel
For yet another year, Cahill maintains its undisputed position as the leader of high-yield debt transactions. Its lawyers' knowledge of high-yield bonds and leveraged loans draws acclaim from peers and clients alike. Partners at other firms often assert, "We're the second best, after Cahill," but it is rare to hear them question which firm on Wall Street has the greatest depth of experience and the widest deal volume on the high-yield side. While growing its practice in this area, the firm has also managed to maintain a fairly high profile in the capital markets space, as some of the deals below illustrate.

A client in a top position at a global bank says, "When we're looking for precedent, Cahill tends to know exactly how things are evolving. They are also by far the best law firm in terms of preparing issue lists and acting as a communications catalyst. They're very good at managing dialogue, summarizing issues, and making sure there's momentum in negotiations if things start to go off track. They have a professional group, very motivated and energetic. The partners and teams we work with are charismatic, they know how to create a rapport."

A second banker says, "I'm a big fan. Their bench is extremely strong. This is what they do full time, and they work extremely hard. It's not a 'lifestyle' place."

But large teams are not everything and a third client, yet another executive at a global bank, has a more nuanced view of the practice: "The partner I work with can be a little abrasive at times, but he's extremely skilled, one of the more talented guys I've dealt with. He's responsive, he gets things done, he will come up with a solution that works for everybody." The same client adds, "They've gotten very good associates, but sometimes the juniors aren't great and sometimes there's a feeling that we get their second team rather than their first team. There's no way to quantify or prove it, but it's a concern."

In April 2013, James Clark, Noah Newitz and Timothy Howell represented JPMorgan, Barclays, Wells Fargo Securities and Citigroup as joint book-running managers in relation to Hawk Acquisition Sub.'s Rule 144A/Reg S offering of $3.1 billion aggregate principal amount of 4.25% second lien senior secured notes due 2020. Proceeds from the offering by Hawk, a company expected to merge into HJ Heinz Company, provided funding for the leveraged buyout of HJ Heinz by Berkshire Hathaway and 3G Capital Partners.

In March 2013, John Tripodoro and Douglas Horowitz represented Deutsche Bank Securities, Credit Suisse, JPMorgan, and Morgan Stanley as joint book-running managers in relation to MetroPCS Wireless's Rule 144A offering of $3.5 billion of senior notes, which broke down as follows: $175 billion aggregate principal amount of 6.25% senior notes due 2021 and $175 billion aggregate principal amount of 6.625% senior notes due 2023. Pending the completion of Wireless and T-Mobile USA's merger, Wireless expected to use proceeds from the offering to pay off debts under its existing senior secured credit facility, resolve liabilities under related interest rate protection accords, and have funds to use for general firmwide expenses.

In March 2013, William Hartnett and Ann Makich represented Barclays Capital, Citigroup Global Markets, JPMorgan Securities, and Morgan Stanley as book-running managers in a secondary offering of $4 billion aggregate principal amount of senior notes by NBCUniversal Entertainment. The attorneys represented Morgan Stanley and JPMorgan Securities as book-running managers in a deal that ran concurrently with the offering above: the sale of $725 million aggregate liquidation preference of cumulative preferred stock of NBCUniversal Enterprise.

In January 2013, Schaffzin and Josiah Slotnick represented UBS Investment Bank and Barclays as lead managing underwriters in relation to Norwegian Cruise Line Holdings' IPO of 27,058,824 of its ordinary shares, priced at $19 per share. The total of shares sold includes 3,529,412 sold as a result of the underwriters' decision to exercise an option to buy additional shares.

Cleary Gottlieb Steen & Hamilton
In the capital markets arena, Jeffrey Karpf, Craig Brod and Helena Grannis in September 2012 represented underwriters including Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs and JPMorgan Securities in what the firm characterises as the largest secondary equity offering in America's history. In this offering, the US Department of the Treasury was able to sell 636,923,075 shares of American International Group common stock. The unit price was $32.50 per share. This offering netted Treasury roughly $20.7 billion in aggregate proceeds.

Cleary has strong capabilities on the high-yield side and its representation of client CEMEX carries over to high-yield. In October 2012, Duane McLaughlin took the lead on a further CEMEX deal, acting as counsel to initial purchasers JPMorgan Securities, Barclays Capital, RBS Securities, Credit Agricole Securities, HSBC Securities and ING Financial Markets in a Rule 144A/Reg S high-yield global debt offering by CEMEX. The deal broke down into a bond offering of $1.5 billion 9.375% senior secured notes due 2022, whose issuance and sale took place via subsidiary CEMEX Finance.

When it comes to structured finance, Cleary's expertise and client base are almost unrivalled among Wall Street firms. It is possible to give only a small sampling here. In a series of deals running from 2011 through March 2013, Robin Bergen, Joyce McCarty, Scott Goodwin, and Paul St. Lawrence represented Citigroup Global Markets in the structuring of more than $8.5 billion of CLO transactions. Over roughly the same period, Bergen and McCarty advised Goldman Sachs on more than $5.2 billion of CLO transactions. Bergen and McCarty also represented Credit Suisse Securities in nine different CLO deals with a value in excess of $4 billion. The practice has a sweet spot in agency mortgage-backed securities offerings and engineered more than $49 billion of deals in this area through March 2013.

Cravath Swaine & Moore
Cravath's capital markets practice had a busy spring. In April 2013, William Whelan and Joseph Zavaglia represented underwriters including Citigroup and Credit Suisse in relation to public homebuilder Taylor Morrison Home Corporation's $629 million public offering of class A common stock. The issuer is a portfolio company of Oaktree Capital Management, TPG Capital, and JH Investments. During the same month, LizabethAnn Eisen and Andrew Pitts completed the second of two representations of underwriters (among them Credit Suisse, Goldman Sachs, and JPMorgan) in relation to a secondary offering of common stock of lifestyle brand Tumi Holdings. The first offering was in November 2012. Together, the offerings reached a total value of $453 million.

Also in April 2013, Stephen Burns and Johnny Skumpija advised Credit Suisse, Citigroup, Goldman Sachs, Morgan Stanley, Wells Fargo Securities and other underwriters in relation to Chesapeake Energy Corporation's $2.3 billion registered high-yield senior debt offering. This deal came hot on the heels of Skumpija's collaboration with William Fogg in the representation of Bank of America Merrill Lynch, JPMorgan, BNP Paribas, Citigroup, and other initial purchasers in relation to mining company Freeport-McMoRan Copper & Gold's $6.5 billion Rule 144A/Reg S senior debt offering. The proceeds from this offering were to finance Freeport McMoRan Copper & Gold's pending acquisition of Plains Exploration & Production Company and McMoRan Exploration Company, mentioned above in connection with the term loan and credit facility engineered by B Robbins Kiessling and Stephen Kessing.

Davis Polk & Wardwell
In the capital markets equity arena, Davis Polk played a critical role across the table from Sullivan & Cromwell in relation to the biggest common stock offering in US history, in September and December 2012. John Brandow advised the Department of the Treasury on its offering of roughly 636.9 million shares of common stock of American International Group (represented by Sullivan & Cromwell), which provided proceeds to Treasury of $20.7 billion. This was one of a number of deals designed to ease AIG's indebtedness to the federal government. Following these stock sales, the Department of the Treasury slashed its share in the ownership of AIG to 16%, conceding publicly that the company had not only made up the $182 committed to bail it out, but had provided a further $15.1 billion positive return.

In March 2013, Richard Truesdell represented FCX Notes Offering in relation to its $6.5 billion Rule 144A/Reg S offering of senior notes, with BNP Paribas, Citigroup, JPMorgan, and Merrill Lynch acting as joint book-running managers. Thanks to the net proceeds from this offering, FCX was in a position to finance its previously publicised mergers with Plains Exploration & Production Company and McMoRan Exploration. In September 2012, Michael Kaplan advised Digicel in what the firm characterizes as the biggest-ever high-yield notes offering by an issuer in the Caribbean: a Rule 144A/Reg S offering of $1.5 billion of senior notes, along with a cash tender offer by Digicel for all its outstanding senior toggle notes and senior notes.

In June 2012, James Rothwell oversaw a team of lawyers advising Goldman Sachs and JPMorgan in relation to Johnson & Johnson Irish subsidiary Janssen Pharmaceutical's $12.8 billion accelerated share repurchase from the parent company. The deal drew upon the expertise of derivatives lawyer Mark Mendez as well as counsel from the firm's capital markets, tax, and credit divisions.

Debevoise & Plimpton
In October 2012, David Brittenham and Pierre Maugüé lent their talents to an equity capital markets deal, representing Hertz in a $700 million offering of 5.875% senior notes due 2020 and a $500 million offering of 6.250% notes due 2022. The following month, Peter Loughran advised Principal Financial Group in a $300 million offering of 1.850% senior notes due 2017, a $300 million offering of 3.125% senior notes due 2023, and a $300 million offering of 4.350% senior notes due 2043.
In June 2012, Jeffrey Katz advised Stonehill Capital Management and Monarch Alternative Capital in relation to a debt and equity financing for Florida-based WCI Communities. This financing proved to be a watershed for WCI. Following this deal, Stonehill and Monarch came through with $125 million secured notes debt financing for WCI and joined WCI equity holders in purchasing $50 million of WCI's common stock.

In October 2012, Jay Alicandri represented ING Capital in relation to a $75 million senior secured bridge loan credit facility and a $100 million senior secured revolving credit facility to Monroe Capital. The firm characterises this deal as the first of its kind used in conjunction with the kicking off of an IPO. The deal came just weeks after Scott Zimmerman's September 2012 representation of Prospect Capital Corporation as lender in a $170 second lien debt financing for United Sporting Companies, in the latest of a number of financings undertaken on behalf of Prospect.

In the realm of equity capital markets, David Rosenthal in April 2013 advised BioScrip in relation to a $150 million underwritten common stock offering valued at $12 per share. The joint book-running managers were Jefferies, Morgan Stanley and SunTrust Robinson Humphrey. On the debt side, Dechert has proven itself a major player sitting across the table from acknowledged high-yield leader Cahill Gordon & Reindel on one of the year's biggest deals. In January 2013, William Lawlor and Ian Hartman advised Fortune 500 firm Crown Holdings in relation to its $1 billion offering of senior notes which broke down into an $800 million initial Rule144A/Reg S offering of 4.5% senior notes due 2023 and an add-on offering of $200 million aggregate principal amount of 4.5% senior notes also due 2023. Thanks to the proceeds from this offering, Crown had a means to redeem its outstanding $400 million senior notes due 2017 and to pay off $300 million of debt due under the company's term loan facilities.

Freshfields Bruckhaus Deringer
A client says, “Freshfields is our primary counsel for several CLOs that we manage. We’ve found them to be helpful, responsive and professional. I give partner Brian Rance high marks in terms of understanding deal structures and applying complex structures to complex transactions.” In the structured finance space, Jerome Ranawake in October 2012 advised UBS with respect to a structured TRS program designed to provide the Ares Enhanced Loan Investment Strategies VI fund (AELIS) with an amortising TRS facility. The facility would ultimately benefit a portfolio of loans with a $1.81 billion market value, and would enable AELIS to restructure certain of its current funding arrangements with Bank of America. In January 2013, Rance provided counsel to EQT Infrastructure II concerning its roughly $419 million acquisition of all outstanding equity securities of Westway Group. Rance also advised Citigroup in a series of CLO transactions in 2012 and early 2013, involving issuers with Caymans Islands-based law firms as their counsel, and various U.S. law firms as counsel to the collateral managers and co-issuers.
Fried Frank Harris Shriver & Jacobson
On the capital markets side, the firm has carried out a steady flow of IPOs and other equity transactions for many of the leading banks and private equity players. Not all the details of these deals are public, but it can be disclosed that partners Valerie Jacob and Paul Tropp recently advised Citigroup, Goldman Sachs, and KKR as underwriters in Dollar General’s $2.1 billion common stock offering; Michael Levitt and Andrew Barkan advised Goldman-affiliated selling stockholders in Kinder Morgan’s $2.316 billion secondary offering of Class P common stock, and also in a $1.99 billion secondary offering of the same; and Barkan worked with Daniel Bursky on the representation of UBS Securities as underwriter in Noranda Aluminum Holding Corporation’s offering of 10 million shares of its common stock of funds associated with Apollo Management.

The firm is also strong in debt transactions as evidenced by recent deals such as Barkan, Bursky, and Jacob advising Deutsche Bank, HSBC, and Morgan Stanley as lead underwriters in Procter and Gamble’s $1.24 billion notes offering and $1 billion offering of floating rate notes. On the high-yield side, there has been a heavy deal flow in recent months, one of the largest of which saw Stuart Gelfond has advised Terex Corporation in its $850 issuance of high-yield senior notes along with a concurrent tender offer and consent solicitation for its outstanding subordinated notes.
Hunton & Williams
In December 2012, Pete O’Brien represented Barclays Capital as underwriter in a $50 million offering of exempt facility revenue refunding bonds. The issuer was the New Jersey Economic Development Authority. Conceived for the benefit of Logan Generating Company, the deal made use of a conduit obligor private activity structure, with obligations backed by a BNP Paribas-issued letter of credit.
Kaye Scholer
In July 2012, the firm advised the former chair of Ivanhoe Mines, Robert Friedland, concerning a $1.8 billion rights offering conceived as part of the financing arrangements to carry on the development of Mongolia’s Oyu Tolgoi copper-gold project. On the debt side of the capital markets, Chris Peterson in February 2013 advised fibre product manufacturer Unifrax I in its $670 million re-financing, involving a Rule 144A offering of $205 million of 7.50% senior notes due 2019 and a $465 million term loan credit facility due 2018.

In the structured finance space, many of this firm’s clients are deals are subject to confidentiality agreements. To put it simply, the list of client names is one that most corporate law firms would envy. It can be disclosed that in September 2012, Butch Cullen and Janet Barbiere represented Citigroup Commercial Mortgage Securities in a $1.04 billion semi-public commercial mortgage certificate offering.
Kirkland & Ellis
In June 2012, Joshua Korff and Christopher Kitchen advised Burger King Worldwide Holdings and its controlling stockholder, 3G Capital Partners, in their combination with investment vehicle Justice Holdings. Upon Burger King's merger with a Justice entity and the new company, Burger King Worldwide, began trading on the New York Stock Exchange, so that the $8.1 billion implied company value includes a $1.44 billion stock offering.

In December 2012 and February 2013, Dennis Myers oversaw a team of lawyers advising Sensata Technologies Holding in a $501.7 million secondary offering of common stock by certain of its selling shareholders, and then a $300 million secondary offering by certain selling shareholders, some of whom were affiliated with Bain Capital. Equity is not the only area of capital markets where Kirkland enjoys a high deal volume. Partner Korff, mentioned above, has proven his versatility with deals on the debt capital markets side, including the representation of ABB's US division in a $600 million offering of 2.5% notes due 2016 and a $650 million offering of 4% notes due 2021. These May 2012 deals, with a combined $2.5 billion value, marked the company's first US dollar bond offerings.

In October 2012, Scott Gordon demonstrated his expertise in the derivatives space through extensive advisory work regarding the negotiation and documentation of interest rate and currency hedging transactions, whether for purposes of an acquisition, or for general corporate purposes. Gordon has also helped clients in the development of form ISDA documents and also in the negotiation of those documents with certain financial institution counterparties.

In February 2013, Kenneth Morrison represented CarMax Business Services in a public offering of asset-backed notes backed by a pool of motor vehicle retail instalment sale contracts. The offering, involving seven classes of notes, underwent an upsizing to $1.045 billion.

In the capital markets space, Tenaglia in December 2012 advised Brazilian client Marfirg Alimentos in relation to its primary public offering and sale of 115,500,000 common shares, with a $924 million aggregate value, available to the public in Brazil and to institutional buyers (meeting certain qualifications) worldwide. Subsequently, Tenaglia rotated to the debt side of capital markets with a deal for Chile's largest public company, retail giant Falabella. He advised the client in its $500 million debut international bond offering of 3.75% notes due 2023 and $95 billion (in Chilean currency) of 6.50% notes due 2023. The firm characterises the Chilean peso issuance as the first Chilean peso corporate bond ever issued, with the longest-ever maturity in Chile's history.

In November 2012, Jeff Cohen and Carson Welsh advised the Utrecht branch of Rabobank Nederland on its issuance of $1.5 billion of 3.950% subordinated notes due 2022. The notes in this issuance contain certain provisions in order to be compliant with new capital requirements promulgated in the Netherlands and throughout Europe. In a series of deals in February, April, and September 2012, Cohen and several other Linklaters attorneys advised Santander Investment Securities and other parties with respect to the sale of over $2.5 billion of notes issued by Banco Santander in Brazil. The bank's issuance took place via its $10 billion global medium-term note program.

To an even greater extent than most competitors, this firm's work in the area of structured finance, securitisation and derivatives is subject to strict confidentiality requirements. We can say that the practice's recent activities include, but are not limited to, acting as review counsel for the equity in three separate CLOs in the first quarter of 2013, advising a bank with respect to conduit lending to a state-owned Latin American energy firm, providing counsel to bank managers making loans to hedge funds and private equity funds throughout the world through VFNs, derivatives, and credit facilities, and advising many clients regarding the securitisation-related provisions of the Dodd-Frank Act.

Mayer Brown
As stated above, Mayer Brown's real standout in the past year has been on the capital markets side, where it engineers a wide swath of equity, debt, high-yield, and derivatives transactions. In March 2013, Edward Best led a team of lawyers representing Goldman Sachs as underwriter for MGIC Investment Corporation's 135 million common share offering, at a unit price of $5.15 per share and $450 million of 2% convertible senior notes due 2020.

Best demonstrated his versatility in a November 2012 debt transaction, representing Goldman Sachs, HSBC Securities, JPMorgan Securities and SMBC Nikko Capital Markets as underwriters in The Dow Chemical Company's issuance of $1.25 billion 3% notes due 2022 and $1.25 billion 4.375% notes due 2042. In March 2013, James Barry oversaw a team representing Isle of Capri Casinos in its Rule 144A/Reg S issuance of $350 million 5.875% senior notes due 2021. In January 2013, Edward Best and Jennifer Carlson advised JPMorgan Securities, Goldman Sachs and Bank of America Merrill Lynch as underwriters concerning The Allstate Corporation's issuance of $500 million 5.1% fixed-to-floating rate subordinated debentures due 2053. Mayer Brown's most notable stream of transactions on the debt side may have come in November 2012, as John Berkery and colleagues represented Abbvie in six senior note or floating rate issuances totalling $14.7 billion.

On the derivatives side, much of the firm's work is of an advisory rather than a transactional nature, but no less important for that. Practice head Josh Cohn and counsel Curtis Doty are advising the International Swaps and Derivatives Association (ISDA) with regard to new regulatory requirements under the Dodd-Frank Act and have helped ISDA petition the CFTC for changes to compliance deadlines, providing ISDA with more time to digest the new rules and bring its operations into compliance.

Milbank Tweed Hadley & McCloy
In the equity capital markets space, Neil Wertlieb and Deborah Conrad are providing ongoing counsel to William Lyon Homes as the client explores launching what would be the second IPO by an Orange County, California-based homebuilder in the last several months. Credit Suisse and Citibank lead the underwriters. Meanwhile, Andrew Jánszky is providing counsel to Smiles, a division of Brazilian air carrier Gol Linhas, in a $681 million US IPO. In January 2013, Jánszky advised Credit Suisse, Bank of America Merrill Lynch, Bradesco, and Itaú in a $335 million follow-on equity offering of Brazilian post-secondary education provider Estacio Participações.

Milbank's work for Latin American clients carries directly over to the debt side of capital markets. In April 2013, Marcelo Mottesi from the firm's global securities practice advised Peru's largest natural gas distribution company, Gas Natural de Lima y Callao, with respect to a $320 million issuance of 4.375% senior notes due 2023, in a deal marking the client's first-ever issuance. The deal enables the company to resolve all of its outstanding pre-issuance indebtedness. Also in April 2013, Arnold Peinado represented Goldman Sachs, Morgan Stanley, and JPMorgan as initial purchasers in $3.5 billion of high-yield issuances by Luxembourg-based Intelstat. The issuances are of a transformative nature for Instelstat, for they enable the company to redeem outstanding senior notes, and retire or repurchase other outstanding debts of the company or its affiliates as it sees fit.

Morrison & Foerster
In May 2012, Bill Veatch advised McKesson in the renewal of its $1.35 billion securitisation of accounts receivables, which involved altering the facility from a two-step to a single-step securitisation structure, doing away with one of the special purpose entities selling receivables.

Daniel Leventhal, who divides his time between MoFo’s San Francisco and London offices, is the relationship partner for Bank of America, handling a steady stream of deals. In July 2012, he advised Bank of America in relation to amendments to cross-border credit facilities of an unnamed construction and engineering firm, adding $145 million in available multicurrency resources for global project financings. In February 2013, Leventhal advised the bank on a $145 million direct purchase bond financing for a California medical facility. He also acted for the bank on a $150 million multicurrency secured equity bridge facility in favour of an unnamed group of private equity funds.

In September 2012, David Slotkin represented Wells Fargo, Barclays Capital, Citigroup Global Markets, JPMorgan Securities, Deutsche Bank Securities, Bank of America Merrill Lynch, and other underwriters in a public offering of 21,850,000 common shares of Equity Residential. Thanks to the offering, carried out under its existing shelf registration statement, the company took in proceeds of about $1.2 billion, allowing it to carry out a portion of the cash purchase of its previously announced acquisition of assets of Archstone Enterprise. Equity Residential's acquisition of Archstone from Lehman Brothers closed on February 27 2013.

On the capital markets debt side, there has been a steady stream of work. Jim Tanenbaum, Anna Pinedo, Tom Humphreys, Remmelt Reigersman and Lloyd Harmetz have acted as underwriters' counsel for Bank of American Corporation in more than 100 debt issuances within the last 12 months.

MoFo's representation of Bank of America carries over into the structured product space, where Pinedo and Harmetz have advised the client on more than 370 offerings, raising over $150 billion, since March 2011. The jurisdictions of these deals include Europe, Asia, Latin America, Canada, and Australia. The attorneys represented the client in relation to the launch of its first Rule 144A structured note program, which allows for the issuance of many types of notes to institutional investors.

O'Melveny & Myers
A client of the capital markets practice states, "We've worked closely with this firm and we feel they are top-notch. Partner John-Paul Motley is knowledgeable, accessible, and practical, and he has high-quality associates on his team. They are very serious about getting the client's objectives accomplished."

In July 2012, Schiavone advised Merrill Lynch, BB&T Capital Markets, Deutsche Bank, Morgan Stanley, UBS and Wells Fargo as representatives of the underwriters in relation to BB&T Corporation's registered public offering of $1.15 billion of non-cumulative perpetual preferred stock. Schiavone went on to engineer another deal for the same underwriters' representatives, plus Goldman Sachs, in BB&T's $450 million Series F preferred stock offering in October 2012.

In December 2012, Peter Healy advised co-managers Goldman Sachs, Barclays, Bank of America Merrill Lynch, Deutsche Bank, JPMorgan, Wells Fargo, UBS, BNY Mellon Capital Markets, PNC Capital Markets and SunTrust Robinson Humphrey in apartment developer AvalonBay Communities' public offering of 16,675,000 shares of common stock. The offering strengthened AvalonBay's position as it carried out an agreement with Lehman Brothers Holdings and Archstone Enterprise to purchase the assets and liabilities of Archstone in a cash, stock, and debt transaction valued at $9.5 billion.

Schiavone has proven his versatility with transactions on the debt side. In particular, Schiavone, who brought an outstanding reputation with him from Shearman, is sought out for his ability to work on senior secured notes offerings and other types of deals with one or more leading financial institutions acting as initial purchasers. These deals have enabled his clients to buy back shares held by private equity firms, pay off existing indebtedness, and generally have a much stronger financial profile. In August 2012, Schiavone, Scott Graziano, Jeeho Lee and Judah Bareli advised BNP Paribas, Citigroup, and Morgan Stanley as underwriters in Time Warner Cable's $1.25 billion registered public offering of 4.5% debentures due 2042. The following month, Schiavone took the lead on Wellpoint's two debt offerings worth a total of $4.75 billion, which helped the company finance its acquisition of Amerigroup.

Other O'Melveny partners have helped carry on the winning streak. 2013 had barely gotten underway when John-Paul Motley went to bat for Barclays Capital, Citigroup, Bank of America Merrill Lynch, and RBC Capital Markets, advising them as representatives of the underwriters in relation to Toyota Motor Credit Corporation's $800 million registered global notes offering of 1.375% notes due 2018 and $700 million offering of 2.625% notes due 2023. In March 2013, Motley represented International Lease Finance Corporation, AIG's aircraft leasing unit, in a registered public offering of $750 million 3.875% senior notes due 2018 and $500 million 4.625% senior notes due 2021. The offerings enabled ILFC to pay off existing debts.

Orrick Herrington & Sutcliffe
Orrick's work for Barclays is also seen in the securitisation area of the capital markets. Alan Knoll has overseen a team of attorneys advising Barclays Bank Delaware on its penetration of the credit card securitisation market through the launch of the first major credit card trust in over a decade. According to the firm, it is also the first such trust to be compliant with the Safe Harbor Rule newly promulgated by the Federal Deposit Insurance Corporation. Orrick has advised the client on a series of Dryrock Issuance Trust credit card issuances valued at over $1 billion in late 2012 and early 2013, and in January of this year advised Barclays Bank Delaware on allocating $1.5 billion of account receivables to the trust.
Paul Hastings
On the capital markets side, Paul Hastings has carried out a fairly steady flow of mid-market deals. At the upper end is Jeffrey Pellegrino’s advising of Cequel Communications Holdings in relation to its $1 billion senior notes offering in December 2012, a deal enabling Cequel to re-finance its debts. In November 2012, Mike Fitzgerald, Joy Gallup and Arturo Carrillo represented Mexican petrochemical leader Alpek in relation to its first international debt securities issuance, of $650 million of 4.500% senior notes due 2022. In February 2013, Elizabeth Noe advised Ashton Woods USA in an issuance of $300 million of 6.875% senior notes due 2021.

The sweet spot of this firm’s structured finance and securitisation practice lies in real estate debt and non-performing debt. Its lawyers command expertise in the securitisation of non-performing debt in particular. In September 2012, Philip Feder oversaw a team of lawyers representing Oaktree Capital and its distressed debt and real estate funds in relation to Oaktree’s inaugural securitisation of non-performing loans. About 700 loans and 78 properties supported this $195 million offering. Feder’s work for Oaktree many other notable deals such as the acquisition of about $1.5 billion of non-performing real estate loans from the FDIC, and the purchase of $100 million of property loans with respect to the Suncadia resort in Seattle, Washington.

Work in the real estate sector carries over to the firm’s investment management practice, which also represents hedge funds and registered funds considerable flair. The firm’s funds work is so wide-ranging that we can provide only a brief sampling here. Mitch Nichter represents Passport Capital in the launch and re-configuration of private funds, in the negotiation of portfolio investments, and in compliance matters. In May 2012, David Hearth advised Kayne Anderson MLP Investment Company in a private placement of $175 million of senior unsecured notes. Art Zwickel and Linda Baker are providing counsel to Dalton Investments with respect to its re-configuration and re-documentation.
Paul Weiss Rifkind Wharton & Garrison
Lawrence Wee’s work carries over to the capital markets space, for example in his involvement with Taylor Morrison Communities’ $680 IPO of common stock in spring 2013. In another equity capital markets deal, John Kennedy represented the United States Department of the Treasury as selling shareholder in approximately 120 public and private offerings and auctions from November 2011 to October 2012, netting Treasury roughly $2.2 billion. On the debt side of capital markets, practice co-head Gregory Ezring advised oil and gas producer EP Energy on a $2 billion offering of 9.375% senior notes due 2020 and a $750 million offering of 6.875% senior secured notes due 2019, in August and December 2012, respectively.

Paul Weiss has a significant presence in the structured finance markets, but some of its deals take place under a cloak of confidentiality. It can be disclosed that in April 2013, Jordan Yarett advised CKE Restaurants in relation to the issuance of $1.15 billion of bonds supported by receipts from its franchise royalties, with a March 2020 repayment date.
Shearman & Sterling
The firm's cross-jurisdictional resources and ability are strongly evident in the capital markets space. In March 2013, New York-based partner Danielle Carbone advised HeartWare International in relation to a $149.2 million registered shelf takedown of common stock listed on the Australian Securities Exchange as well as the Nasdaq Global Market. In January 2013, Robert Evans III represented Citigroup and Morgan Stanley as underwriters in relation to Cobalt International Energy's $1 billion registered offering of common stock.

New York-based partner Michael Benjamin in November 2012 advised Barclays Capital, Morgan Stanley, JPMorgan Securities, and Merrill Lynch as representatives of the initial purchasers in relation to AbbVie's Rule 144A offering of $14.7 billion of senior notes. Comprising six different tranches, this offering proved to be the biggest dollar-denominated debt issue that the high-grade market has ever witnessed. Moreover, as Shearman points out, Benjamin and his team were able to accomplish this deal on one day, November 5 2012, as the Eastern Seaboard of the United States struggled to cope with the damage wrought by Hurricane Sandy.

In the derivatives space, some of the leading financial institutions trust Shearman's lawyers to advise them on critical compliance matters in a transformed regulatory landscape. Donna Parisi and Geoffrey Goldman are providing counsel to Bank of America Merrill Lynch with respect to the crafting and negotiation of client documentation for cleared OTC derivatives. Shearman's attorneys are advising financial institutions both in the US and abroad about the ramifications of the Volcker Rule as well as new financial regulatory statutes and schemes in the European Union. Parisi and Bradley Sabel have taken on a critical advisory role for Intercontinental Exchange with regard to the impact of Dodd-Frank and EMIR on the client's offering of clearing for credit default swaps, clearing of new products, and overall compliance.

When it comes to structured products, Shearman is doing extensive work for hedge funds (subject to confidentiality agreements), obtaining generous asset-based financing for the funds, collateralised by subscription rights and other fund interests. In March 2013, Robert Evans III oversaw a team advising Morgan Stanley, Deutsche Bank, and other underwriters in American Airlines' private offering of enhanced pass through certificates. The firm characterises this deal as the first EETC for a major US airline to close while the airline was in the midst of bankruptcy and restructuring.

Shearman's work for hedge funds extends far beyond the structured product realm, embracing fund formation work for Maverick Capital, Och-Ziff Capital Management Group, Permal Asset Management, TRG Management, SkyBridge Capital, and other clients, which cannot be publicly disclosed.

Sidley Austin
Over the past year, Sidley's capital markets attorneys have actively cultivated and consolidated a sweet spot: the representation of global financial institutions as underwriters on mid-size to huge stock offerings. In June and October 2012, Sharon Flanagan and J Gerard Cummins represented Goldman Sachs and Citigroup in relation to two common stock offerings by HCP, with a total value of $1.5 billion. In July and October of the same year, Cummins, Edward Petrosky and Samir Gandhi acted as counsel to Bank of America Merrill Lynch, Deutsche Bank, JPMorgan, and KeyBanc Capital Markets in relation to two common stock offerings by American Campus Communities, totalling $1.3 billion. In May and July 2012 and in January and February of this year, Cummins and Petrosky again went to bat as underwriters' counsel for Barclays Capital, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank, and UBS in relation to Newcastle Investment's four common stock offerings with an aggregate value of $1.1 billion.

On the debt capital markets side, Petrosky advised Bank of America Merrill Lynch, Citigroup, Deutsche Bank, Barclays Capital, HSBC, JPMorgan, Morgan Stanley, and Goldman Sachs in relation to John Deere Capital Corporation's ten MTN offerings with a total value of $5.1 billion, closing in June, September, and October 2012 and in January and March 2013, respectively.

In structured finance, Sidley continues to justify its top-tier status through its expertise with a range of products, tools, structures, and deals and through a geographical footprint including but not limited to bases in Chicago, New York, San Francisco, Washington, and New York. In October 2012 and January 2013, Kevin Blauch and Jonathan Nunes represented Morgan Stanley in relation to two CMBS issuances by MSBAM 2012-C6 and MSBAM 2013-C7, totalling approximately $1.3 billion. In December 2012, the same attorneys acted as counsel to Deutsche Bank in relation to the issuance of CMBS certificates by COMM 2012-CCRE5, with a total value of around $1.1 billion. In a radically different type of deal that may set a precedent for structured finance transactions in a certain part of the world, Michael Durrer advised BNP Paribas, Morgan Stanley, Citigroup Global Markets, Deutsche Bank, RBC, and Barclays on the four biggest Australian banks' covered bond programs. The deal closed last year. Also in 2012, Durrer advised JPMorgan Securities in the establishment of a pair of repo-backed commercial paper programs. In September and November 2012, Robert Robinson, Elizabeth Uwaifo and Robert Kreitman further developed the firm's profile in the structured finance space with a series of credit default swaps and other transactions for financial institutional clients, the details of which could not be publicly disclosed as of presstime.

Simpson Thacher & Bartlett
On the equity capital markets side, Joseph Kaufman in February 2013 oversaw a team representing HCA Holdings and its principal shareholder in connection with a secondary offering of 50,000,000 shares of HCA common stock, generating gross proceeds of about $1.79 billion. This deal came hot on the heels of a December 2012 secondary offering of 32,000,000 shares of common stock of HCA, for gross proceeds of approximately $1.1 billion.

In January 2013, Rhett Brandon and John Ericson provided counsel to underwriters including Barclays Capital, Goldman Sachs, and JPMorgan Securities in the common stock IPO of Bright Horizons Family Solutions, a Bain Capital Partners portfolio company. This transaction generated roughly $222 million in gross proceeds.

On the debt side, companies keep turning to Simpson Thacher for massive, bet-the-bank transactions. Roxane Reardon provided counsel to Wells Fargo Securities and other underwriters in relation to UnitedHealth Group's $2.25 billion debt offering, which broke down as follows: $250 million floating rate notes due 2014, $500 million 1.625% notes due 2019, $750 million 2.875% notes due 2023, and $750 million 4.250% notes due 2043. In November 2012, William Brentani advised Microsoft in relation to a $2.25 billion debt securities public offering. In a deal underwritten by Barclays, JPMorgan and UBS, Microsoft offered $600 million of 0.875% notes due 2017, $750 million of 2.125% notes due 2022, and $900 million of 3.5% notes due 2042.

Sarah Cogan's registered funds practice rightly enjoys the admiration of many in the industry. In April 2013, her team represented underwriters including Wells Fargo Securities, Citigroup Global Markets, Morgan Stanley, and Ameriprise Financial Services, in Neuberger Berman MLP Income Fund's IPO, which raised about $1.1 billion. In September 2012, the lawyers represented Blackstone/GSO Strategic Credit Fund in relation to its $960 IPO of common shares. Just a month before, the attorneys represented underwriters including UBS Securities, Merrill Lynch Pierce Fenner & Smith, Citigroup Global Markets, Morgan Stanley, Wells Fargo, and Ameriprise Financial Services, in relation to BlackRock Municipal Target Term Trust's $1.8 billion IPO.

Skadden Arps Slate Meagher & Flom
On the capital markets side, Skadden maintains its position as the firm of choice for industry leaders. Stacy Kanter represented Pfizer in a $2.6 billion IPO of its animal health division, Zoetis, and in a $3.65 billion Rule 144A/Reg S offering of senior notes of that business. The firm characterises these deals as components of a plan to drive up Pfizer's stock value and attain flexibility for a tax-free distribution of Pfizer's remaining 80% equity stake. Rather than sell Zoetis shares directly to the underwriters, Pfizer exchanged them with underwriters of the IPO in return for outstanding Pfizer debts. The parties to the debt exchange sold the shares to the full syndicate of underwriters, who sold them to the public by means of the IPO.
Stroock & Stroock & Lavan
The firm’s record in derivatives transactions is impressive. In September 2012, Marvin Goldstein, Mark Rae, Scott Le Bouef and Mark Speiser represented JPMorgan Chase Bank as lender and JPMorgan Ventures Energy Corporation as commodities intermediary, in a crude oil intermediation deal drawing upon knowledge of energy regulatory statutes, commodities trading, asset-backed lending, and environmental law. The amount of the deal is undisclosed.

Jeffrey Meyers, mentioned by a client above, is working with several colleagues on a deal for Gamesa Energy USA. Stroock’s lawyers are advising the client with respect to the negotiation and carrying out of physical hedge transactions as well as the documentation relating to Gamesa’s development of wind farm projects and the sale of those projects to investors. Again, this deal harnesses extensive energy regulatory, commodities trading, and asset-backed lending expertise.

In the area of structured finance, Richard Fried recently advised Liberty Mutual Insurance Company in Mystic Re III’s structuring and offering of $275 million of notes. The notes are now in a collateral account and will be available to Liberty in the event that it has to pay for claims relating to hurricanes or earthquakes. Fried also represented Citigroup and RBC Markets as underwriters in Nelnet Student Loan Trust’s $343.9 million public offering of student loan asset-backed notes, after advising the same client on similar $333 million offering.
Sullivan & Cromwell
On the capital markets side, the firm has broken ground once again in the last year. Marion Leydier, Robert Buckholz and Robert Reeder represented AIG in a number of deals engineered to diminish the company's indebtedness to the US federal government. These representations began with a "re-IPO" in May 2011 that raised $8.7 billion and extended into March, May, August, and September 2012 with four additional offering whose aggregate proceeds exceeded $20 billion. Following these stock sales, the Department of the Treasury slashed its share in the ownership of AIG to 16% and went public with an announcement that the company had not only made up the amount committed to bail it out, but had provided a further $15.1 billion positive return.

In the debt capital markets sphere, the deals for global financial institutions have come at a steady clip. From June 2012 through the present, David Harms has led a team representing Goldman Sachs as underwriters in relation to roughly $10.25 aggregate principal amount of debt issuances. Other clients in multi-billion dollar note offerings in the past year include Bank of Montreal, Bank of New York Mellon, and CIT Group.

Weil Gotshal & Manges
In April 2013, Fontana represented Advent International in relation to financing arrangements for its $1.13 billion acquisition of the Belgium-based coating resins division of Cytec Industries. In December 2012, Daniel Dokos advised Barclays as administrative and collateral agent in relation to a $1.5 billion term and revolving credit facility for Sequa Corporation, while other Weil attorneys advised Barclays and other initial purchasers regarding a concomitant $350.9 million high-yield notes offering.

In March 2013, Jennifer Bensch represented General Electric Company in its sale of $725 million of cumulative preferred stock. GE made the sale in connection with its sale to Comcast of its remaining 49% stake in NBCUniversal (a joint venture with Comcast). Weil had also represented GE in its $4 billion sale of senior unsecured notes issued by NBCUniversal Enterprise.

In September 2012, Matthew Bloch represented Melvin Simon Family Enterprises Trust as selling stockholder in an underwritten $908 million public offering of common stock of Simon Property Group. At the time of the deal, Simon had interests in 332 retail real estate properties worldwide.

On the capital markets debt side, the record is equally strong. In December 2012, Bensch represented Barclays and other initial purchasers in Sequa Corporation's $350.9 million high-yield senior notes offering. In March 2013, Heather Emmel and Matthew Bloch represented CCMP Capital Advisors and its portfolio company Milacron in the latter's $465 million senior notes offering. The proceeds from this deal were to finance Milacron's acquisition of Mold-Masters Luxembourg Holdings. Weil went on to represent CCMP and Milacron on that acquisition and ancillary financing matters.

In the realm of structured finance, Weil distinguishes itself through a steady stream of deals overseen by practice head Frank Nocco. Not all of these deals can be disclosed publicly, but in October 2012, John Dedyo advised GE Capital Corporation on the securitisation aspects of its $2.51 billion sale of Business Property Lending (its real estate lending unit) to EverBank Financial Corporation. The transfer of servicing rights for $3.1 billion of nine outstanding securitisations by GE Capital was critical component of this deal. In February 2013, Nocco represented Citigroup as lead initial purchaser in Springleaf Finance Corporation's $604.3 ABS bond offering, backed by personal consumer loans. According to the firm, this deal marked not only the first such ABS offering since 1998, but also Springleaf's first securitisation of personal loans.
Cadwalader Wickersham & Taft
One of the firm's clients, at a leading industry organisation, provides the following account: "We've primarily worked with partner Jeff Robins on many Dodd-Frank related projects, interpreting various provisions of Dodd-Frank and determining what changes would be necessary to facilitate compliance. We find Jeff very detailed, very accurate, very comprehensive. Douglas Donahue and Lary Stromfeld are also very good. There are a lot of very talented people there."

Another client reports, "I've been using Cadwalader for seven years now, working mostly with Ivan Loncar and Lary Stromfeld. They're objective and they provide good advice on both the buy side and sell side. They get their teams involved, find out who is the best person to address a matter, and put deep analysis into answering questions. They are highly involved in industry initiatives and at the forefront of regulatory developments." As corporate law firms everywhere struggle to stay ahead of the regulatory curve and help their clients adapt to new requirements under the Dodd-Frank Act, Cadwalader continues its intensive advising of the International Swaps and Derivatives Association (ISDA) with regard to the amendment of existing master agreements concerning swaps. According to the firm, the documentation it is preparing will ultimately benefit tens of thousands of counterparties, enabling them to amend the swap documentation they currently have without the need for bilateral negotiation, which would be exceedingly disruptive to their daily operations and trading.

Moreover, Steven Lofchie, Jeffrey Robins, Lary Stromfeld, Paul Pantano, Ivan Loncar and Doug Donahue are all active in the representation of financial institutions (including Wells Fargo, Citibank, JPMorgan, and Morgan Stanley) in the development of internal cleared derivatives policies that adhere to Dodd-Frank regulations.

Davis Polk & Wardwell
The firm’s strong relationships with banks are also manifest in the regulatory space. Few firms are as knowledgeable, or as trusted, as Davis Polk in this area. It is worth remembering that during the financial crisis, Randall Guynn, Margaret Tahyar and Luigi De Ghenghi took the lead in advising Morgan Stanley on its conversion to a banking holding company with roughly $1 trillion in assets in the course of just one day in September 2008. More recently, between July and October 2012, De Ghenghi and colleagues advised the largest US and global banks with respect to the preparation and filings of their living will (a massive undertaking usually containing thousands of pages) as required by the Dodd-Frank Act. The clients’ names are confidential. Separately, Davis Polk has undertaken advisory work to help banks and investment banks keep pace with new swap rules under Dodd-Frank, and has played a critical role in guiding financial institutions seeking to be fully compliant with the Volcker Rule. Some of the derivatives advisory clients include ABN AMRO, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Lloyds Banking Group, Morgan Stanley, PIMCO, Rabobank and RBS.
Morrison & Foerster
The firm has carved out a niche as a disseminator of information about regulatory developments in the United States and abroad, through webinars, conferences, bulletins, and its distinctive "FrankNDodd" daily e-mail alerts. The firm consistently demonstrates, and shares, an impressively broad banking, capital markets, derivatives, investment management and regulatory expertise. We are pleased to welcome this firm's restructuring practice into our rankings this year, and we are not the first to recognize the quality of its work. In October 2012, Larren Nashelsky, former co-chair of the practice, became chair of the firm.

A client says, "[Partners] Anna Pinedo and Jim Tanenbaum are the lawyers I prefer to call. I have been in a professional relationship with them for about eight years. The most important consideration, for me, is their commercial awareness of aspects of a transaction, besides the four quarters of a legal document. They're good at understanding client business dynamics, the client being us, or banks, or issuers. They do a good job of assessing risk and providing legal advice around the practical nature of transactions."

Shearman & Sterling
One area where Shearman has distinguished itself recently is in its derivatives advisory work. Here the firm makes use of a deep bench of highly knowledgeable partners and closely coordinates the activities of its New York and London offices. According to some clients, Shearman does a better job in this cross-border advisory work than other firms that specialize in derivatives matters, such as Cadwalader Wickersham & Taft.

A client states: "I'm a very, very enthusiastic client of the Shearman & Sterling funds practice. Our work is managed by Laura Friedrich in their New York office. Her focus, attention, availability and commitment as well as her technical and market knowledge have been really great and there is a significant effort by Laura to staff the constituent tasks at appropriate level of capability. I certainly would look to use them in future fund engagements."

Another client gives the following assessment: "Our experience with Shearman has been unequivocally positive. They are very good business lawyers, and we've had success and efficiency with them in getting to closings with documents that are not typical. We have a lot of unusual features in our documents, and when we have new investors looking at them, there is a lot of stuff to explain. Shearman has lawyers who understand the business rationale for fund terms, and why they're appropriate for the vehicle that we have. That's the thing I most value about them."

"In between fundraises, they are good at keeping us apprised of changes in law and practice, like Dodd-Frank, where there could be an implication for our fund," the same client adds.<

Skadden Arps Slate Meagher & Flom
In addition to its banking transactional capabilities, Skadden has one of the most sophisticated financial institutional regulatory practices. In October 2012, practice head William Sweet Jr and Tokyo-based partner Mitsuhiro Kamiya advised Sumitomo Mitsui Financial Group and Sumitomo Mitsui Banking Corporation regarding the acquisition of up to 9.9 percent of the voting shares of The Bank of East Asia. The transaction could not go ahead without approval from the Federal Reserve Board. Sweet's skilful advancement of these clients' interests followed on the heels of his deft representation of BlackRock in winning the approvals necessary for a $4.6 billion secondary offering of Barclays common stock, the re-purchase of $1 billion of its shares from Barclays, and a $1.5 billion senior notes offering. In July 2012, Anand Raman successfully defended client PokerStars against a US Department of Justice action attempting to seize all of the client's assets along with $1.5 billion in penalties. Raman obtained a settlement enabling PokerStars to pay penalties in instalments while acquiring the assets of a competitor.
Debevoise & Plimpton
In the investment funds space, Debevoise has put highly skilled partners to work on fund formation across jurisdictions. In January 2013, Sherri Caplan oversaw a team representing Tishman Speyer in the formation of its $450 million Tishman Speyer Brazil Fund III, which focuses on Brazil. In August 2012, Erica Berthou and tax attorney Peter Furci advised Oaktree Capital Management on the formation of its $4.7 billion Oaktree Opportunities Fund IX, which specializes in distressed investing. And in September 2012, Berthou and tax attorney Peter Schuur acted as counsel for Global Infrastructure Partners with regard to the formation of its $8.25 billion Global Infrastructure Partners Fund II, which Reuters has identified as the biggest global infrastructure fund ever formed. Lastly, in April 2011, Jennifer Burleigh and tax lawyer David Schnabel advised EIG Global Energy Partners on the formation of its $4.1 billion Energy Fund XV, which as its name suggests focuses on energy infrastructure investments.
Fried Frank Harris Shriver & Jacobson
In the hedge funds arena, Fried Frank has cultivated a sweet spot: Helping leading financing institutions develop new internal divisions, structures, products and funds that they have not attempted before and that require extremely specialised technical and market knowledge. Much of Fried Frank’s work is confidential, which is understandable given the high-end clients who seek out the firm to perform sensitive work. It can be disclosed that the firm recently worked on Goldman Sachs’s Hedge Fund Select program, which aims to offer clients a route to exposure to third-party hedge funds. Goldman also chose Fried Frank to work on the launch of a new real estate business, a component of which was the development of a real estate fund product. Fried Frank also recently advised JPS Credit Opportunities Fund in relation to the transfer of proprietary trading personnel to JPMorgan’s asset management division and the launch of that team’s inaugural hedge fund. These matters involved extensive negotiation with strategic investors. The firm also served as primary counsel to Morgan Stanley in the spinoff of its proprietary trading unit, PDT Capital Group, and advises the latter on the structuring and formation of its Partners, Fusion, and other funds.

In the area of private fund formation, Fried Frank’s many clients include Bain Capital, Fortress Investment Group, Highbridge Principal Strategies, Neuberger Berman, Permira Advisers, StepStone Group, and various investment banks needing counsel on fund formation, fund distribution platforms, or regulatory matters.
Katten Muchin Rosenman
Feedback from clients is highly enthusiastic. “We were very happy with them and would certainly use them again,” says a client of Katten’s investment funds practice, citing the CFTC background of partner Ross Pazzol as an important consideration when it comes to specialised funds work. “I’m able to ask Ross questions and get an answer fairly quickly. He knows his stuff, and you can tell he knows it,” the client adds.

Another client reports, “Partner Ken Noble is responsive, thoughtful, balanced, and puts a premium on getting to a good outcome.”

In May 2012, German financial institution Commerzbank sought out Katten to help it with the launch of a hedge fund on HFR Asset Management’s fund platform. Katten’s lawyers assisted the client with regard to pursuing a carefully thought out investment strategy while meeting Volcker Rule and other regulatory requirements. In August 2012, Henry Bregstein, global chair of Katten’s financial services practice, oversaw a team of lawyers representing alternative investment management firm Kenmar in its consolidation with multinational investment management platform The Olympia Group.
Kaye Scholer
In 2012, Timothy Spangler, chair of the investment funds group, advised clients including Valcour Opportunity Fund, IPM Informed Portfolio Management, One Stone Energy Partners, Teka Capital, and a number of confidential clients on the structuring, formation, documentation, and/or closing of new funds.
Kirkland & Ellis
In the investment funds space, Scott Moehrke has overseen a team engineering several hedge fund formations for Neuberger Berman within the past year. Kirkland's lawyers have advised the same client in relation to Advisory Act issues and a number of other regulatory and securities matters. Moehrke and Josh Westerholm advised BlueBay Asset Management on the formation of a Cayman segregated portfolio company that has developed individual portfolios with U.S. institutional investors in mind, of which the first portfolio has a focus on emerging markets. On an ongoing basis, the same attorneys are advising RBC Alternative Asset Management regarding hedge fund structuring and compliance.

When it comes to private equity fund formation, Kirkland has been and remains an acknowledged leader, with more than 75 attorneys in offices worldwide dedicated exclusively to private funds, and with tax and ERISA experts ready and available to lend their expertise to fund formation. Many of Kirkland's clients and deals in this space are subject to confidentiality requirements, but the highlights include partners Bruce Ettelson, Andrew Wright, Karin Orsic, Nadia Murad and Donald Rocap spearheading the formation of the Golden Gate Capital Opportunity Fund. According to the firm, this fund achieved the feat of raising 95% of its targeted commitments in just a few months and held its final closing in August 2012 with about $3.7 billion of commitments, $200 million above its target. Another highlight saw Ettelson and several other colleagues engineering the AEA Investors Fund V, a $1.95 billion buyout fund, which held its final closing in February 2013 and exceeded its $1.5 billion target. In March 2013, Chris Kallos, Donald Rocap, Laura Bader and Robert Sutton provided counsel in the launch of Arsenal Capital Partners III, an $875 million buyout fund.

Stephen Fraidin, William Sorabella and David Feirstein are representing 3G Capital Partners in an agreement to acquire (together with Berkshire Hathaway) HJ Heinz Company in an all-cash $28 billion transaction, announced in February 2013. As of press time, the firm fully expected all of the necessary shareholder and regulatory approvals and other typical closing conditions to be completed by the third quarter of 2013. David Fox, who represented Blackstone Management Partners in a competing bid for Dell, announced in March 2013, until Blackstone dropped its bid for Dell on April 18, is now providing counsel to Clearwire Corporation in Sprint's $10 billion (enterprise value) acquisition of the share in the company it does not already own.

Kleinberg Kaplan Wolff & Cohen
Lawyers at other firms view Kleinberg Kaplan as a desirable place to work, facilitating the firm’s ongoing expansion. In April 2012, the firm welcomed commercial litigator David Levy as a partner from Robinson Brog Leinwand Greene Genovese & Gluck. Levy has extensive experience representing broker-dealers, private investors and other players in numerous cases including regulatory investigations, shareholder disputes, breakups, and dissolutions. In January 2013, the firm recognised the work of one of its younger corporate and securities transactional attorneys, Greg Kramer, by promoting him to the status of member. Two months after that, the firm hired corporate and securities counsel Howard Mulligan from McDermott Will & Emery.

In December 2012, James Ledley oversaw structuring and tax counsel for a charitable gift of $100 million from Paulson & Co. founder and president John Paulson to the Central Park Conservancy. In November 2012, the firm took on the representation of Lane Five Capital Management in its response to an unsolicited takeover bid by Learning Tree International. Kleinberg Kaplan’s attorneys helped their client mount a counterbid and fight for change and improvement vis à vis Learning Tree.
Morrison & Foerster
In the investment funds arena, Thomas Devaney is sought out by clients for his ability to form types of funds they have not previously attempted. MoFo is putting its cross-border reach to work in some of these deals, drawing upon the skills of attorneys in Asia. The new funds are sometimes specifically designed to raise money for cross-border investments. Devaney is also advising JP Turner in the formation of funds targeting investments in pre-IPO private companies through secondary trading. Besides its fund formation work, this practice of MoFo is working hard to educate clients about registration requirements under the Dodd-Frank Act as well as the Volcker Rule's myriad ramifications.
Paul Weiss Rifkind Wharton & Garrison
The firm’s investment funds practice benefited from the hiring of Udi Grofman from Schulte Roth & Zabel in September 2011 and continues to flourish. Grofman is currently advising Blackstone Alternative Asset Management with respect to a range of products and is representing KKR Asset Management in connection with the provision of advice on the launch of long/short credit and equity hedge funds and other products. In April 2013, Marco Masotti represented KPS Capital Partners in the closing of KPS Special Situations Fund IV with commitments of $3.5 billion.
Ropes & Gray
In the investment funds space, Ropes & Gray purports to take a holistic approach. While competitors may specialise in private fund or registered fund work, this firm does not "silo" its attorneys in one area or another, but encourages them to work in different areas and represents hedge funds, private equity funds, and mutual funds with equal proficiency.

Much of the firm's work with hedge funds is subject to confidentiality agreements. It can be disclosed that Boston-based partner Leigh Fraser is advising Grantham Mayo Van Otterlo & Co., a firm managing approximately $105 billion in assets, with regard to the offering and operation of roughly 25 hedge funds. Practice head Laurel FitzPatrick is acting as lead counsel to PIMCO in the formation of hedge funds, notably the flagship PARS fund and a series of tail risk funds. Fitzpatrick also provides ongoing counsel to The Blackstone Group concerning the seed investments made by its Strategic Alliance Funds in hedge funds and acquisitions of profit interests in the funds. The fund managers in question are spread out internationally, from London to Hong Kong. Chicago-based partner Deborah Monson is advising Standard Life Investments in relation to expansions undertaken by its Global Absolute Return Strategies Fund, whose strategy involves long and short trading in securities and derivatives.

On the registered fund side, Timothy Diggins, Jeremy Smith and Susan Johnston are advising the DoubleLine Funds complexes and their independent trustees. The attorneys recently represented the client in respect to the DoubleLine Opportunistic Credit Fund, whose IPO raised $326 million. Separately, John Gerstmayr, Bryan Chegwidden, James Thomas and George Raine are providing counsel to the Putnam Funds and their independent trustees, most recently in relation to Putnam's launch of new suites of funds and revisions to the funds' performance fees.

Schulte Roth & Zabel
Although Schulte Roth & Zabel is quite prestigious, not everyone may understand what peers and clients mean when they refer to Schulte as "the A-plus hedge fund firm" or a similar moniker. Schulte's representation of clients in the hedge fund space goes far beyond fund formation, extending to credit facilities, derivatives transactions, regulatory exemptions and a host of other matters that hedge funds, with their secretive nature, often conduct out of the public eye. Such transactions are essential to how hedge funds operate in 2013, yet not every firm can put the requisite specialised knowledge to work.

As a client says: "There are lots of good lawyers out there, but if you are a hedge fund or alternative asset business, they've cornered the market as far as their coverage goes. You can be completely confident that the advice you're given is consistent with the way the leading hedge fund managers in the industry are thinking about their business."

Another client singles out partner Craig Stein for praise: "We have worked with Craig and his team at Schulte on a number of transactions. From the legal point of view as well as the business and operational points in the documents, the work has been very good. Craig is precise in his comments, and he gives a practical perspective on the various aspects of the documents."

"I've worked with the Schulte team for better part of ten years and I think they're the best on Wall Street by a mile. Paul Watterson is, hands down, the most business-friendly, responsive, forward-leaning guy you'd ever work with," a third client reports.

In June 2012, Craig Stein represented Muzinich, manager of a long-short credit sub-fund domiciled in Ireland, in the negotiation of a total return swap facility furnishing leveraged financing for a portfolio of bank loans. Stein is providing counsel to a number of investment advisers and their hedge funds in the negotiation with broker-dealers of institutional account agreements and related prime brokerage agreements that will permit the hedge funds to engage in securities transactions. Stein's work for hedge fund clients extends to the representation of advisers and funds in the preparation and negotiation of ISDA master agreements, to allow the funds to execute swaps.

In May 2012, Stein worked with colleagues Jay Williams, David Cohen and Audrey Wei in the representation of Marathon Asset Management in relation to a $365 million CLO issuance. In July 2012, Watterson oversaw a team of attorneys representing Prudential Investment Management in connection with a $413 million CLO issuance.

When it comes to fund formation, many of Schulte's clients and deals are confidential, but it can be disclosed that David Efron in spring 2012 completed work assisting Man Investments in the formation of a "Plan Asset" fund, making use of a European securities-focused, market neutral, long/short strategy. Man Investments is one of the world's largest hedge fund managers with roughly $52.7 billion in assets under management. Also in spring 2012, Efron and Jennifer Dunn advised Owl Creek Asset Management with respect to the formation of the Owl Creek Credit Opportunities Fund. The new entity is a master-feeder fund structure engaging in opportunistic investments as they present themselves across the credit spectrum.

Joseph Smith took the lead in representing Kotak Mahindra in the formation of two Indian private equity funds: The Kotak India Realty Fund II and the Core Infrastructure India Fund, which closed at $600 million and $350 million, respectively.

In March 2013, Stuart Freedman, Robert Loper and John Pollack advised Cerberus Capital Management as lead investor in a consortium's $3.3 billion purchase of several in-store pharmacies owned by publicly traded grocery conglomerate Supervalu. The terms of the purchase included both a substantial cash payment, the assumption of debt and a tender offer by the consortium for up to 30% of outstanding Supervalu shares. Following the closing, the consortium had three members it supported on the 11-member Supervalu board. Separately, in a pending deal announced in January 2013, John Pollack advised Cerberus Capital Management and LNR Property on the $1.05 billion sale of LNR to Starwood Property Trust and Starwood Capital Group.

Sidley Austin
In the investment funds space, Sidley continues to benefit from having lured noted private equity advisor Timothy Clark from Covington & Burling in May 2012. Clark represents a wide range of clients, including real estate funds, venture capital funds, energy funds, buyout/growth equity funds and credit opportunity funds. While some of the firm's clients and deals in this area are in strictest confidence, it can be said that leading hedge funds regard Sidley as a pre-eminent law firm in the investment space and trust the firm with some of their most significant offering work. Michael Schmidtberger, in particular, has developed a reputation as a partner with expertise in the launching of new commingled products and in the structuring of large single investor funds. Sidley's regulatory attorneys have helped certain clients develop compliance protocols vis à vis both the CFTC and the European Union.

Frank Bruno represented Prudential in relation to the IPO of its Prudential Global Short Duration High-Yield Fund, whose proceeds are pegged at $780 million, and he provides ongoing investment fund counsel to the same client. Schmidtberger has represented Credit Suisse Securities in the broadening of its HedgeFocus feeder fund platform, which provides clients of the investment bank with access to many of the leading hedge funds. As of presstime, HedgeFocus provided access to five such funds and had plans to expand that access to as many as 15 underlying funds within a year.

Simpson Thacher & Bartlett
When it comes to hedge funds and private equity funds, much of the firm's work is subject to confidentiality agreements. It can be disclosed that the client roster includes, in the former category, Blackstone/GSO, ESL Investments, Fremont Group, New Mountain Capital, Skybridge Capital, and Spring Mountain Capital; and in the latter category, Apax, Carlyle, First Reserve, Macquarie, Silver Lake, and Square Mile.
Sullivan & Cromwell
Sullivan & Cromwell's investment funds practice stands in contrast to those at other firms for its tendency to combine fund formation with transactional work, without giving short shrift to clients in either area. It also has the regulatory expertise to help clients adapt to new reporting and registration requirements and the long-term implications of new statutes on both sides of the Atlantic. Since May 2012, the practice has represented Alliance Bernstein Funds Independent Directors, Anchorage Capital Group, AQR, Ares Management, Bank of America Corporation, Barclays Capital, The Blackstone Group, CIM Group, Goldman Sachs Asset Management, Lightyear Capital, Pershing Square Capital Management, PIMCO, Skylar Capital, Tudor Investment, Vornado Capital Partners, and others.
Weil Gotshal & Manges
In June 2012, Jonathon Soler advised American Securities in relation to the formation of American Securities Partners VI. This private equity fund targeted $3 billion of commitments, with a strong orientation toward private equity investments in US companies. In February 2013, David Kreisler advised HM Capital Partners and Kainos Capital concerning the $600 million sale of certain of Sector Performance Fund's portfolio companies to investment partnerships in which Canada Pension Plan Investment Board acted as the primary investor. Part of the deal involved CPPIB agreeing to be a major investor in Kainos Capital Partners. This aspect required an investment partnership, which Weil's attorneys negotiated in addition to all their other work on the deal.
Bingham McCutchen
In February 2013, Julio Vega and Utzschneider advised Acme Packet in its agreement to be acquired by Oracle for $29.95 per share. The fully diluted equity value of the deal totalled $2.1 billion. Utzschneider in August 2012 advised Toronto-Dominion Bank and TD Bank on the sale of TD Insurance to Goldman Sachs portfolio company USI Insurance for an undisclosed amount. Another Bingham M&A partner, David Robbins, represented Honeywell in an agreement to acquire information technology firm Intermec for roughly $600 million. In November 2012, Michael Conza and Laurie Cerveny led a team of lawyers advising KAYAK software in an agreement to be acquired by Priceline.com for $1.8 billion.
Bracewell & Giuliani
In May 2012, Bracewell played a critical role in one of the major M&A deals of the century, representing Kinder Morgan in its $38 billion acquisition of El Paso Corporation and its assumption of outstanding debts of El Paso Pipeline Partners. The firm characterises this deal as resulting in the biggest midstream corporation and the fourth largest energy conglomerate, in North America, worth $90 billion and managing about 75,000 miles of pipelines. Two months later, Michael Telle oversaw a large legal team advising Chesapeake Energy Corporation with respect to the $2 billion sale of its limited partner units and its general partner interests in Chesapeake Midstream Partners to Global Infrastructure Partners.

In September 2012, Robin Miles represented the Houston, San Francisco, and Charlotte offices of Wells Fargo in the $9.5 billion purchase of the North American energy lending divisions BNP Paribas. Besides performing due diligence on the acquisition target, Miles and his large team of lawyers acted as oil and gas lending counsel to the bank.
Cadwalader Wickersham & Taft
Cadwalader’s M&A practice benefited from the addition of Jim Woolery as deputy chair of the firm and co-chair of the corporate department in February 2013. Woolery, a former co-head of M&A for North America at JPMorgan Chase and a former partner at Cravath Swaine & Moore, had represented Medco in its $29 billion merger with Express Scripts and had carried out many other impressive deals in the pharmaceuticals, energy, and tech sectors. Following his move to Cadwalader, Woolery got to work on some major deals including representing JPMorgan as financial advisor to the special committee of Dell’s board of directors in the company’s $24.4 billion acquisition by Silver Lake. Cadwalader’s proficiency in the tech sector was also evident in Ronald Hopkinson’s representation of Quest Software’s chairman and CEO, Vincent Smith, in a series of proposed transactions in the final quarter of 2012.
Cahill Gordon & Reindel
In January 2013, Schaffzin and Douglas Horowitz represented JPMorgan, RBC, and Wells Fargo as lead arrangers, and Barclays as administrative agent, in relation to a $279 million term loan for Eagle Spinco. Proceeds from this loan provided financing for Eagle Spinco and Axiall Corporation's Reverse Morris Trust business combination.

In December 2012, Schaffzin and Jennifer Ezring went to bat again for Barclays, representing this client as administrative agent and Barclays, Morgan Stanley, Credit Suisse, Deutsche Bank, and RBC as lead arrangers in relation to a $720 million Term Loan B for purposes of financing Permira Advisers' acquisition of Ancestry.com.

Cleary Gottlieb Steen & Hamilton
Cleary's M&A practice can claim credit for further deals in the "one of the biggest" category for the past year. In May 2012, the firm provided counsel to Google's biggest acquisition to date, its $12.5 billion purchase of Motorola Mobility. Intellectual property is a huge driver and component of this deal; the assets bought from Motorola include no fewer than 17,000 patents. As of presstime, Ethan Klingsberg and Glenn McGrory were representing Google in ARRIS Group's $2.35 takeover bid for the Motorola Home division of Motorola Mobility.
Cravath Swaine & Moore
Cravath has taken the lead on one of the largest and most transformative M&A deals of this decade: Anheuser-Busch's pending $20.1 billion acquisition of Grupo Modelo. Joel Herold and David Mercado are acting as the target company's corporate and antitrust counsel. In another highly publicised deal, Scott Barshay and George Schoen are acting as corporate and antitrust counsel to Delta Air Lines in relation to its investment in and joint venture with Virgin Atlantic Airways for purposes of developing a trans-Atlantic network. Under the deal, Delta will invest $360 million and will acquire a 49% share of Virgin Atlantic currently held by Singapore Airlines. Cravath fully anticipates the closing of the joint venture and share purchase by the end of 2013.

In October 2012 and January 2013, Barshay and Andrew Thompson carried out two representations of Barnes & Noble and NOOK Media. They advised the clients in relation to Pearson's strategic investment in NOOK Media. In return for this investment, Pearson was to receive a 5% equity share in the form of preferred member interests. Although Pearson was investing $89.5 million in cash, Cravath pegs the deal's post-money valuation at $1.8 billion. They also represented Barnes & Noble in relation to its strategic partnership with Microsoft Corporation in the NOOK Media subsidiary. Microsoft agreed to invest $300 million in NOOK Media at a post-money valuation of $1.7 billion, in return for a roughly 17.6% equity stake. The remaining 82.4% equity stake is under Barnes & Noble ownership.

Davis Polk & Wardwell
In June 2012, James Rothwell advised Goldman Sachs and JPMorgan in relation to accelerated share repurchase transactions with Johnson & Johnson's wholly owned Irish subsidiary Janssen Pharmaceutical. In this deal, Janssen purchased Johnson & Johnson shares for a total exceeding $12.8 billion. According to Davis Polk, this transaction stands as the biggest accelerated share repurchase ever carried out, and was also unusual because the accelerated share repurchase furnished shares that Johnson & Johnson made use of in its concurrent acquisition of Synthes.

In a deal still pending as of press time, Leor Landa is advising the senior management of Credit Suisse's dedicated private equity business, Credit Suisse Strategic Partners, on its sale to The Blackstone Group. CSSP has $9 billion in assets under management, making this of 2013's the biggest transactions in the investment funds space.

In another transformative merger, the largest transaction in the food industry on record, John Bick is advising HJ Heinz Company on its $28 billion acquisition by Berkshire Hathaway, 3G Capital, and a Brazilian global investment firm. In March 2013, David Caplan advised Comcast on its $16.7 billion acquisition of GE's 49% common equity stake in the NBCUniversal joint venture.

In June 2012, Jeffrey O'Brien provided counsel to Swedish private equity firm EQT Partners with regard to its $2.2 billion sale of Danish-based diagnostics company Dako to Agilent Technologies, a California-based measurement technology company.

Debevoise & Plimpton
On the pure M&A side, Maurizio Levi-Minzi, Craig Bowman, Gary Friedman and Christopher Smeall spearheaded the representation of Mitsui in a joint venture accord with Codelco to purchase 29.5% of Anglo American Sur and in a $1.8 billion financing of Codelco's investment. Debevoise had previously represented Mitsui in the company's 2011 agreement with Dow Chemical to acquire a 50% share of subsidiary Santa Vitória Açúcar e Álcool and to launch joint venture to form the world's biggest biopolymer production facility.

In February 2013, Jeffrey Rosen, William Regner and Michael Diz advised Dell's special committee of the board of directors in relation to Dell's agreement to a $24.4 billion acquisition by founder Michael Dell in partnership with Silver Lake. The firm characterises this ongoing deal not only as one of the 15 biggest LBOs of all time, but also the largest buyout since Blackstone's $26 billion takeover of Hilton Hotels in the summer of 2007.

In an M&A deal directly related to one of the acquisition financings detailed above, Paul Bird and Jonathan Levitsky in October 2012 provided counsel to The Carlyle Group in a partnership accord with Getty Images to acquire the latter company from Hellman & Friedman for $3.3 billion. Carlyle will gain a controlling share of Getty Images while the Getty family, for its part, will roll its ownership interests into the deal and Getty's management and co-founder Jonathan Klein will invest equity in the target. The deal will also benefit from $13.7 million in equity financing from buyout fund Carlyle Partners V.

In May 2012, Kevin Rinker, Jeffrey Ross and David Schnabel advised Access Industries as part of a consortium with Riverstone Holdings and Apollo Global Management the acquisition of El Paso's oil and gas exploration and production assets for $7.15 billion.

One of 2013's largest corporate mergers, pending as of press time, also falls under Dechert's purview. Daniel O'Donnell, Derek Winokur and William Tuttle are providing counsel to Buckeye Technologies in its sale to Georgia-Pacific for a total of $1.5 billion, including debt. Under the terms announced by the two parties, Georgia-Pacific will take on all outstanding shares of Buckeye Technologies' common stock at a unit price of $37.50. Separately, Howard Kleinman has advised PEMSA, a Grupo Mexico subsidiary, in five separate acquisitions of rigs designed for oil and gas exploration and drilling in the Gulf of Mexico. The five deals, four of which closed last year and one of which is slated for the fourth quarter of 2013, have a combined value of roughly $1 billion.

Complementing Dechert's pure M&A capabilities is a private equity practice harnessing the talents of a deep partner and associate bench. In August 2012, Derek Winokur, mentioned above, represented One Equity Partners in relation to its $1.1 billion acquisition of all outstanding shares of MModal, a deal structured as a two-step tender offer. In June 2012, Henry Nassau and Jeffrey Legath represented private equity player Graham Partners in the acquisition (undertaken in conjunction with other co-investors) of roofing and building product and system manufacturer Henry Company for an undisclosed amount. During the final quarter of 2012, Craig Godshall and Daniel O'Donnell advised Court Square Capital Partners portfolio company Southern Graphics in its $813 million sale to Toronto-based private equity shop Onex Corporation.

Freshfields Bruckhaus Deringer
On the M&A side, one of the firm’s more intricate recent deals, signed in January 2013, involved advising Ardagh Group on its $1.7 billion acquisition of Verallia North America from Compagnie de Saint Gobain. The deal involved an Irish purchaser, a French seller, and a US business. According to the firm, the transaction took place according to French law and involved close coordination of lawyers based in New York and Paris. In July 2013, Matthew Herman advised US chemical company FMC on its $345 million acquisition of fatty acid producer Epax, an entity with operations in Norway and the United Kingdom. Herman was also instrumental in the M&A aspects of the EQT-Westway deal (described above) whose securities components required the structured finance expertise of Rance.

In December 2012, Timothy Wilkins advised Vienna-based Constantia Flexibles regarding its $305 million acquisition of consumer goods packager Globalpack from One Equity Partners, the private investment division of JPMorgan Chase.
In December 2012, Raciti-Knapp and Antoni Valverde advised Abertis Autopistas Chile Limitada and Abertis Autopistas Chile III Spa in the acquisition of Chilean assets of OHL Conesciones for €204 million. The firm characterises this deal as a transformative one for Abertis, making it Chile’s largest operator in terms of before-taxes and interest earnings, managing more than 770 km of infrastructure, and consolidating Freshfields’s high position among global firms handling business in Chile.
Fried Frank Harris Shriver & Jacobson
In the M&A space, Arthur Fleischer, John Sorkin and Robert Mollen are advising Virgin Media in an agreement to be acquired by Liberty Global for $23.3 billion, in an ongoing deal announced in February 2013. In November 2012, Robert Schwenkel and Steven Steinman provided counsel to GS Capital Partners and other equity holders of Cequel Communications regarding an agreement on the $6.6 billion sale of Suddenlink to BC Partners, CPP Investment Board and the management of Suddenlink. In a deal announced in December 2012 and pending as of presstime, Douglas Freeman and Victor Chen are advising a private equity consortium with respect to Focus Media Holding Limited’s $3.7 billion going-private transaction. In a deal closing in December 2012, Schwenkel and Brian Mangino advised private equity leader Permira on its $1.6 billion acquisition of Ancestry.com.
Hunton & Williams
One deal that illustrates the practice’s cross-border reach particularly well came in March 2012, with partner Raj Pande’s representation of Mitsubishi Corporation in relation to its purchase of a roughly 34% equity interest in Mareña Renovables, a $1 billion wind power project in the Mexican state of Oaxaca. The firm characterises this project as the largest single stage wind farm project in Latin America. Debt financing for the project came from a syndicate of international commercial and development bank lenders including Banorte, BBVA Bancomer, Credit Agricole, HSBC, Santander, the Inter-American Development Bank, Banobras, Nafinsa, and Eksport Kredit Fonden.

In December 2012, David Lowman advised JPMorgan Capital Corporation and Morgan Stanley in relation to a $300 million tax equity investment in a portfolio comprising three wind farms in Illinois, Pennslyvania and Texas, respectively. In July 2012, James Jones advised Progress Energy with respect to its $30 million merger with Duke Energy. According to the firm, this merger resulted in the single largest energy utility in the United States, with the capacity to draw upon a base of coal, natural gas, oil, nuclear, and renewable resources to serve more than seven million customers.
Katten Muchin Rosenman
On the M&A side, Katten played a critical role in Standard Parking Corporation’s acquisition of Central Parking Corporation in October 2012, utilising a $450 million credit facility. In June 2012, David Shevitz oversaw a team of lawyers representing Kensey Nash Corporation in its $360 million sale to Dutch company Royal DSM, and in the litigation that followed the acquisition, which ended in the dismissal of claims with no cost to Katten’s clients. The previous month, Howard Lanznar represented Diamond Resorts International in the out-of-bankruptcy acquisition of all the assets of Pacific Monarch Resorts, pursuant to the latter company’s Chapter 11 case.
Kaye Scholer
On the M&A side, Joel Greenberg oversaw a series of deals for Canadian private equity leader Onex Corporation, including its $2.3 billion acquisition of USI Insurance Services from a Goldman Sachs-managed private fund, its sale of a 50% interest in RSI Home Products to the company for $323 million, and its $145 million sale of the Center for Diagnostic Imaging to Insight Imaging. In an ongoing deal announced in October 2012, Lowell Dashefsky and Adam Golden are representing Pfizer in its $700 million acquisition of NextWave Pharmaceuticals, a deal notable for the target company’s pioneering work in the development of a medicinal treatment for ADHD. In another ongoing deal, announced in January 2013, Cherney is representing Plattform Advertising and Arlington Capital Partners in the sale of Plattform to Sterling Partners for an undisclosed amount.
Kirkland & Ellis
The firm added three additional lawyers to its the booming M&A practice: Taurie Zeitzer crossed over to the New York office from Latham & Watkins in August 2012, Sarkis Jebejian joined the same office from Cravath Swaine & Moore in December 2012 and Rick Madden came aboard in Los Angeles from Skadden Arps Slate Meagher & Flom in February 2013. Zeiter and Madden have significant experience with M&A crossing over into private equity. At this point, Kirkland's place at the very top tier in our M&A rankings is undeniable.

A client at a private equity shop gives the following assessment: "I'd say all my experiences with Kirkland have been outstanding. They have an incredibly smart, hard-working team, but I think what sets them apart, in private equity, is that they're also very commercial. They do a good job of threading the needle, knowing all the technical aspects and paying diligent attention to detail, and they also know how things work in the real world."

Another client reports, "Kirkland does 60-70% of our activity in the US. They consistently negotiate really good terms across our portfolio. They've created a ton of value for our firm." The same client adds, "The only question I might have is in trickier situations, where perhaps aggressiveness isn't the best style. I wonder if they would be comfortable amending their style."Kirkland's excellence in M&A is particularly evident in the private equity realm. In December 2012, Armand Della Monica and Joshua Kogan represented ABRY Partners and portfolio company Atlantic Broadband Group in the sale of Atlantic to Cogeco Cable, announced the previous July. The deal drew upon the input of attorneys from the tax, environmental, real estate, intellectual property, debt finance, and other areas of the firm. In October 2012, Matthew Steinmetz, Neal Reenan, Richard Campbell, Matthew O'Brien, and Yaman Shukairy represented Bain Capital in its agreement to acquire Apex Tool Group from the Danaher Corporation for $1.6 billion. In May 2012, Eunu Chun and Christopher Torrente advised Bain on the acquisition of Consolidated Container Company from Vestar Capital Partners for an undisclosed amount.

Kleinberg Kaplan Wolff & Cohen
Kleinberg Kaplan’s M&A practice is not in the same league as that of Kirkland & Ellis or Skadden Arps Slate Meagher & Flom, nor does it pretend to be. Rather it is a nimble, highly effective practice devoting much of its energy to working on small deals for investment fund clients, as in Christopher Davis’s representation of Third Avenue Management in its successful efforts to gain a board seat at Tellabs in February 2013. Just a month earlier, Davis represented Platinum Management as a participant in a tender offer to acquire a majority share of LookSmart. In spring 2013, Davis advised a client in the sale of interests in an offshore fund manager. In September 2012, Mary Kuan advised Paulson & Co. with respect to the sale of funds it managed to CNO Financial for $323 million. The purchase price included $275 million worth of convertible bonds.
Mayer Brown
It is hard to generalise about Mayer Brown's M&A practice, which handles deals on behalf of numerous financial institutions as well as energy, mining, tech, and food production companies. Besides the Wells Fargo-WestLB deal referenced above, one of partner Elizabeth Raymond's recent coups was to advise HSBC Finance in the $3.2 billion sale of its personal unsecured and personal homeowner loan portfolios to SpringCastle Acquisition and Newcastle Investment.
McDermott Will & Emery
Other practices earn their share of acclaim. A client of the M&A practice says: "The partner I've worked with is Todd Finger. He is a young partner who's making a name for himself. I hired him, I've worked directly with him, and I would hire him again for any of the corporate work we do. He's one of the more talented lawyers I've come across."

"We've been working with this firm for two years and we're extremely satisfied. The fees are more reasonable than at many of the big firms and the deals are leanly staffed," says another M&A client.

Yet another client identifies a style that contrasts with certain M&A and private equity powerhouses known for being overly aggressive and pushy: "The McDermott partners we've worked with are smart, insightful, responsive, anticipatory, thorough, all the things that really matter, especially in the M&A business. They do great work, they're on top of what we need, and they're good at relating to the other side and pushing a case without offending anyone."

McDermott's private equity practice handles middle and upper-middle market deals for clients including Baird Capital Partners, LaSalle Capital Group, Great Point Partners, Chicago Growth Partners, Summit Capital, Glencoe Capital, and Westshore Capital Partners, to name only a few. Miami-based partner Frederic Levenson recently represented The ComVest Group in a series of deals including the acquisition by an affiliate of Red Hawk Fire & Security, a deal involving the negotiation of a revolving credit and security agreement to cover the company's operating costs post-acquisition. Last year, Levenson represented General Catalyst Partners, a private investment firm with more than $2.2 billion of assets under management, in a series of acquisitions in the healthcare sector. On the pure M&A side, Stanley Meadows, Ryan Harris, and Helen Friedli in October 2012 advised Heico Holding subsidiary Hoops in the sale of National Basketball Association franchise the Memphis Grizzlies for $377 million. Back in 2000, McDermott had represented Hoops n the purchase of the same franchise.

Milbank Tweed Hadley & McCloy
The firm's real standout in the last year may be its M&A practice, which worked on transformative deals, detailed below, and earned the highest acclaim from clients.

One client singled out partner David Zeltner for praise, and offered more general comments about the firm: "David has expertise, and he also has the ability to help us better understand what should actually matter to us and what may be less important in the grand scheme, which enables transactions to be completed and he uses associates appropriately. Unfortunately, if you want to engage a top-flight M&A practice, you have to pay top dollar. But at Milbank, you really do get what you pay for. I'm sure you could find an arrangement where you pay two-thirds of the fees, but you won't get 100% of the product. At least for my practice, the stakes are very high – it's kind of like buying insurance."

Another client reports, "Partner Deborah Conrad is incredibly knowledgeable on M&A structuring and negotiation. We're happy with what Milbank has done and we'd gladly go back to them."

According to a third client, "Milbank is definitely not inexpensive, but you're getting what you pay for. I think partner Adam Moses is absolutely brilliant, yet he could bring a complex subject matter to a level where our client could understand it. I was impressed with Adam's responsiveness, helpfulness, and knowledge."

On the M&A side, few firms have handled deals as major and transformative as those engineered by Alexander Kaye's practice at Milbank. The firm is advising Virgin Media in its $24 billion stock and cash acquisition by Liberty Global. The firm characterises this deal as resulting in the leading broadband communications company in the world, providing service to more than 25 million customers in 14 countries. European antitrust regulators' approval of the deal surprised many observers. In July 2012, Thomas Janson oversaw the representation of Catalyst Health Solutions in its $4.75 billion merger with SXC Health Solutions, a deal resulting in one of the world's largest pharmacy benefit management companies. On an ongoing basis, Adam Moses is representing Maloof Sports & Entertainment in the proposed $550 million sale of a controlling share of the Sacramento Kings (basketball franchise) to a consortium of investors including the Nordstrom family, Steve Ballmer of Microsoft, and Chris Hansen of Valiant Capital.

Morgan Lewis & Bockius
Its M&A and private equity practices are well attuned to market trends and are capitalizing on the current surge in mid-market deals, particularly on the sell side.

According to a client, “Morgan Lewis does 95% of our work. We have other choices, but we like the Morgan Lewis team and they’ve been with us for years. They’re great lawyers, they are business minded, they know how to run the process, they get deals done, and they don’t upset the other side of the table.”

Another client reports, “We keep going back to this firm. We like the team and we get very good value. We work with a range of other firms, such as Cleary and Latham, and I will tell you that Morgan Lewis charges rates that are certainly lower than those other firms and the team we work with is every bit as up to the task: Timely, efficient, responsive, and with all the requisite skill sets.”

In November 2012, Barbara Shander advised US power generator Exelon in an agreement to sell three of its three coal-fired power plants in Maryland, along with some of their assets, to Raven Power Holdings, a portfolio company of Riverstone Holdings, for $400 million. In a deal announced in October 2012, Bob Robison and Alec Dawson are advising Smart & Final Holdings in its $975 million sale to Ares Management. In February 2013, Charles Engros and Ben Wills represented Pearson in a deal that rightly purports to transform the publishing industry, namely Pearson’s agreement with media giant Bertelsmann to combine their book publishing companies, Penguin Group and Random House. Not all details of the deal and its value were public as of presstime, but the resulting entity, Penguin Random House, will be the biggest trade book publisher on the planet. Ownership is not quite evenly split, with Pearson owning 47% and Bertelsmann 53% of Penguin Random House.

In December 2012, Alec Dawson represented Ares Capital Corporation in the sale of its portfolio company MRSI to Lake Capital for a confidential amount.
Morrison & Foerster
In the M&A space, MoFo continues to represent Japanese corporate clients in cross-border deals. Rob Townsend, Brandon Parris and Jackie Liu in San Francisco and Ken Siegel and Dave Lipkin in Palo Alto, are representing Japanese wireless carrier SoftBank in the company's proposed $20.1 billion acquisition of a 70% stake in Sprint Nextel. Announced in October 2012, the deal is structured in such a way as to yield $12.1 billion in funds for Sprint stockholders and 30% of the stock of the new company, while buttressing Sprint's bottom line with $8 billion in new capital. MoFo characterises this deal as the single biggest M&A transaction in the US in 2012, with a $43.5 billion enterprise value. In another large deal, David Slotkin is advising Equity Residential in a joint agreement with AvalonBay Communities to acquire a property portfolio owned by a Lehman estate unit, Archstone, for roughly $16 billion. In the biggest real estate transaction since Blackstone Group's $26 billion acquisition of Hilton Worldwide in 2007, the Lehman estate will dispose of its single biggest asset and achieve a critical milestone in its struggle to pay off its creditors.

In a deal announced in December 2012, Los Angeles-based partner Hillel Cohn is representing Fosun International of Shanghai in a $3.7 billion acquisition of Focus Media Holding through a take-private transaction. Fosun is the second-largest shareholder of Focus Media. The deal has received coverage as China's single biggest LBO. Meanwhile, Jonathan Melmed in New York is representing the Alaska Permanent Fund in the acquisition of a 35% interest in a unit of Swiss-based MSC Mediterranean Shipping for about $1.93 billion.

Norton Rose Fulbright
On the M&A side, Glen Hettinger is leading a team of lawyers advising Petro-Hunt in the sale of 81,000 oil- and gas-rich acres in four counties in the state of North Dakota to Halcon Resources for $1.45 billion. According to the firm, some of the holdings are located in the Williston Basin and have a production capacity of 10,500 barrels of oil per day. In May 2012, Craig Vogelsang oversaw several lawyers advising Sinopec with respect to its $2.5 billion purchase of a 33.3% interest in, and development rights for, roughly 1.2 million acres of oil and gas properties located in Colorado, Wyoming, Oklahoma, Mississippi, Ohio, and Michigan from an affiliate of Devon.

Gene Lewis and Efren Acosta are advising Ecolab in the $2.16 billion acquisition of Permian Mud Service, a chemical company and the owner of Champion Technologies. In May 2012, Acosta advised Proserv Group in the $178.5 million purchase of Weatherford International’s subsea controls business. In February 2013, David Peterman advised National Oilwell Varco regarding the $2.5 billion acquisition of Robbins & Myers.
Orrick Herrington & Sutcliffe
In the M&A realm, Richard Vernon Smith in San Francisco and Daniel Friedland in Los Angeles advised social network provider Yammer in its all-cash acquisition by Microsoft for $1.2 billion, a deal closing in July 2012. The firm characterises this deal as 2012's second largest private startup company acquisition. In a more widely publicised though slightly smaller deal, Steve Venuto oversaw a team of attorneys representing photo sharing mobile application company Instagram in its $1 billion acquisition by Facebook, completed as of September 2012. In the same month, R. King Milling provided counsel to Par Pharmaceutical Companies in its $1.9 billion take-private acquisition by private equity leader TPG Capital.
Paul Hastings
The firm’s work for Cequel Communications carries over to the M&A space, as evidenced by Barry Brooks’s representation of Cequel in relation to its $6.6 billion sale to BC Partners, CPP Investment Board and members of Suddenlink’s management team in November 2012. In June 2012, Carl Sanchez led a team of lawyers advising Ardea Biosciences in its $1.26 billion acquisition by AstraZeneca.

As with many corporate law firms, the M&A work of Paul Hastings carries over to the private equity space. In March 2013, William Simpson advised Lodging Enterprises with respect to the sale of its business to American Hotel Income Properties REIT for an undisclosed amount. The acquirer is a Canadian REIT formed for the purpose of owning and acquiring U.S. hotel properties via its subsidiary Lodging Properties, which owns and operates 32 branded hotels in 19 states. In October 2012, Simpson represented Solis Capital Partners portfolio company Miro Holdings in its sale to The Boeing Company for an undisclosed amount. Robert Miller in July 2012 advised Klune Industries in its sale to Precision Castparts, again for an undisclosed sum.
Paul Weiss Rifkind Wharton & Garrison
A client of the capital markets and M&A practices says: “They’re first class from a skill set perspective, they are practical, and they are very focused at getting a solution within the rules in a commercially viable sort of way and on the client responsiveness scale, they’re some of the best lawyers I’ve dealt with on the planet.” The M&A practice has also had a strong year with many deals in the multi-billion range for leading private equity shops and corporations. In May 2012, John Scott oversaw a large team of attorneys providing counsel to Apollo Global Management, Riverstone Holdings, and other investors in a $7.15 billion agreement to acquire El Paso Corporation’s oil and natural gas exploration and production assets. In February 2013, Edwin Maynard and Andrew Foley advised Canadian energy company Nexen in its $15.1 billion acquisition by Chinese producer CNOOC. In October 2012, Matthew Abbott and Neil Goldman advised General Atlantic and Oak Hill Capital Partners in the sale of part of their stake in Genpact to Bain Capital for $1 billion. In July 2012, Angelo Bonvino represented Kohlberg & Co. in the sale of portfolio company Thomas Nelson to HarperCollins Publishers for an undisclosed amount.
Ropes & Gray
The firm's private equity expertise carries over to the transactional sphere. In September 2012, William Shields and Amanda Morrison provided counsel to TPG Capital in its $1.9 billion purchase of Par Pharmaceutical Companies. Morrison in April 2013 went on to advise TPG on the purchase of RealTick and Eze Castle Software for an undisclosed amount. In October 2012, Shields advised Bain Capital in its $1 billion investment in Genpact. In April 2013, Taylor Hart and David Chapin advised Berkshire Partners concerning its $2 billion acquisition of Lightower Fiber Networks and Sidera Networks.

In April 2012, Boston-based partner David Fine advised electricity and natural gas distributor NSTAR in its $7 billion merger with Northeast Utilities. In July 2012, practice head Jane Goldstein represented Party City Holdings in its $2.69 billion sale to Thomas H Lee Partners.

Shearman & Sterling
The M&A practice, a traditional pillar of the firm, has had a strong year under practice head George Casey, and some of its deals are staggering in their scale. Casey and Eliza Swann are representing Liberty Global in its pending $23.3 billion stock and cash acquisition of Virgin Media. As of press time, parties were still in the midst of obtaining shareholder and regulatory approval. In September 2012, Casey and Michael McGuinness advised Anglo American in its sale of a 24.5% interest in Anglo American Sur to Mitsubishi Corporation, and a subsequent sale of a 29.5% interest to Corporación Nacional del Cobre de Chile, with which Anglo American entered into a partnership accord, and to Mitsui. In yet another deal McGuinness is advising General Electric on its $4.3 billion acquisition of Italian aerospace equipment manufacturer Avio, a deal Shearman characterises as one of the largest foreign investments into Italy in the past decade.

On the private equity side, Steve Camahort in February 2013 represented strategic investor Symphony Technology Group in First Advantage Corporation's acquisition of the employee screening unit of LexisNexis Risk Solutions. The terms of the deal, including the amount of the purchase and Symphony's stake in it, are undisclosed. In July 2012, Michael Kennedy advised West Coast private equity shop Francisco Partners with regard to the acquisition of Plex Systems from Apax Partners-affiliated shareholders, for an undisclosed amount.

Sidley Austin
Sidley's private equity transactional practice benefits from having recruited Michael O'Brien from WilmerHale in January 2013 and Mark Thompson from King & Spalding in March 2013. But this should not imply that the practice was weak before. In December 2012, Matthew Rizzo represented CIP Capital in its purchase of CoAdvantage Corporation for an undisclosed amount. During the same month, Jim Rice advised Wexford Capital in the sale of 100% interest in acres of the Utica Shale in Ohio owned by Wexford affiliate Windsor Ohio, and In August of last year, Mark Metts acted as counsel to TSG Consumer Partners in relation to Darden's acquisition of Yard House Restaurants for $585 million.

In January 2013, Chris Abbinante provided counsel to Fortress Investment Group portfolio company Nationstar Mortgage in relation to the purchase of Bank of America servicing rights for 1.3 million residential mortgage loans with an aggregate unpaid principal balance of about $215 billion, as well as $5.8 billion of related servicing advanced receivables.

Simpson Thacher & Bartlett
Lee Meyerson's M&A practice continues to represent "household name" corporations in transformative takeovers and mergers. One of its major recent deals has a notable cross-border aspect. In November 2012, Gary Horowitz, a lawyer closely associated with the private equity side of the firm, represented Canada-based Cogeco Cable in relation to its $1.36 billion cash and debt purchase of all the stock of US television system operator Atlantic Broadband.

In March 2013, New York-based partner Sean Rodgers represented Sealy Corporation in its acquisition by Tempur-Pedic International, a deal resulting in a $2.7 billion corporate entity. Altogether, considering the debt taken on, the acquisition's value is roughly $1.3 billion. The deal came hot on the heels of Rodgers's June 2012 representation of Sealy in the formation of a joint venture with Comfort Revolution. In an ongoing deal announced in February 2013, Mario Ponce and Eric Swedenburg are advising Office Depot in relation to its announced merger with OfficeMax Incorporated, envisioned as an all-stock merger of equals. Also in February 2013, Swedenburg and Rob Spatt advised McKesson in its $2.9 billion acquisition of all outstanding shares of PSS World Medical.

In February 2013, Rich Capelouto and Chad Skinner oversaw a team of attorneys representing Silver Lake Partners in the announced acquisition of Dell for $24.4 billion. The intricate structure of this cash-and-equity deal involves Michael Dell and certain of his associates rolling over their shares into the acquiring entity. In the same month, Lee Meyerson and Elizabeth Cooper advised parties affiliated with The Carlyle Group in relation to their purchase of The TCW Group from Société Générale for an undisclosed amount.

Skadden Arps Slate Meagher & Flom
Skadden's prowess in corporate M&A is nowhere more evident than in Paul Schnell and Marie Gibson's representation of Anheuser-Busch in its $20.1 billion acquisition of the sole portion of Grupo Modelo shares it did not already own. A critical part of this deal, which was originally announced in June 2012, involved the purchaser's agreeing in February 2013 to sell Grupo Modelo assets to Constellation Brands for $4.75 billion. The working out of antitrust issues with the US Justice Department over AB InBev's proposed acquisition of remaining Grupo Modelo shares continued straight through April 19 2013.

In an matter announced in October 2012, Steven Sunshine, Antoinette Bush and Matthew Hendrickson represented a client in a deal of comparable size: Sprint Nextel in its $20.1 billion sale of a 70% share to Japan-based Softbank. The firm characterises this deal as the biggest single overseas acquisition made by a Japanese company.

Although much of the firm's private equity work has an M&A component, the strength of Skadden's M&A practice generally should not overshadow its nimbleness and sophistication in catering specifically to the needs of private equity clients. In July 2012, Allison Schneirov represented regular client Permira Funds, along with News Corporation, in the sale of NDS Group to Cisco Systems for $5 billion. In 2008, Skadden was Permira and News Corporation's counsel in their $3.7 billion going-private purchase of NDS.

In April 2013, Schneirov took the lead on the representation of Permira Funds and the Marazzi Group in the latter's $1.5 billion acquisition by Mohawk Industries. Schneirov had previously represented Permira Advisers, in July 2012, in connection with the client's $500 million purchase of automated equipment manufacturer Intelligrated from Gryphon Investors. In October 2012, Joseph Coco oversaw a group of attorneys advising RailAmerica, a Fortress Investment Group portfolio company, with respect to its $1.4 billion purchase of Genesee & Wyoming. The firm characterises this deal as combining two of the biggest regional and short-line rail operators in all North America.

Stroock & Stroock & Lavan
The firm is also strong in M&A. In January 2012, Richard Madris, Jeffrey Uffner and Jon Mostel provided counsel in the merger of a pair of Missouri-based natural gas utilities. Missouri Gas Utility acquired Southern Missouri Natural Gas for an undisclosed amount, resulting in the formation of Southern Natural Gas of Missouri. Stroock went on to help the client obtain credit facilities with UMB Bank and CoBank. In May 2012, Bradley Kulman, Gary Granik and Jeffrey Uffner advised Nomura Corporate Research and Asset Management in relation to the sale of the company’s CLO management division and certain of its funds to investment firm Ares Management, for an undisclosed amount.

In January 2013, Kulman and Uffner advised Jefferies Capital Partner and affiliates in the merger of gas carrier shipping and management operations of Epic Shipping Holdings and Pantheon, resulting in the formation of Epic Pantheon International Gas Shipping. The amount of the deal is confidential. Stroock’s lawyers also provided counsel regarding the investment by the Jefferies entities and others in newly established holding company shareholders of Epigas based in the British Virgin Islands.
Sullivan & Cromwell
On the M&A side, the strong record of 2011, which saw S&C advise BHP Billiton in its $15.1 billion acquisition of Petrohawk Energy, continued straight through the summer of 2012 with more industry-transforming deals. In yet another "largest of its kind" transaction, Frank Aquila represented Anheuser-Busch InBev in relation to its pending $20.1 billion acquisition of that part of Grupo Modelo's ownership share it does not already own. The firm characterizes this deal as the largest Latin American M&A deal in 2012. Sullivan & Cromwell's M&A practice coexists harmoniously with a private equity practice carrying out highly similar types of deals. In September 2012, Alexandra Korry in New York worked with Chun Wei in Hong Kong to advise CIC International, Boyu Capital and CITIC Capital as lead investors in relation to the equity financing of Alibaba Group Holding buy-back of one half of Yahoo! Inc.'s stake in Alibaba for about $7.6 billion. According to Sullivan & Cromwell, this deal represents the biggest financing for a private sector Chinese company on record, as well as the biggest LBO private financing for a tech company.

In a deal announced in February 2013, Los Angeles-based partner Alison Ressler is acting as counsel to Microsoft as the provider of a $2 billion loan to private parties seeking to take Dell private.

Weil Gotshal & Manges
Thomas Roberts, Glenn West, Stephen Karotkin and Alfredo Perez are representing American Airlines' parent corporation, AMR, in American's $11 billion merger with US Airways Group, a deal expected to result in the world's biggest airline. Weil is also advising AMR in its chapter 11 filing –the largest chapter 11 filing in 2011 and the second-largest filing ever by a major US airline. In September 2013, the U.S. Bankruptcy Court confirmed the Company’s reorganization plan subject to regulatory approval.

In a deal announced in April 2013, Kevin Sullivan is representing Thomas H Lee Partners (THL) in its $1.1 billion acquisition of CompuCom Systems, in THL's first acquisition since spring 2012. This deal is the latest for regular client THL, which undertook a $400 million acquisition of Fogo de Chão Churrascaria in May 2012 and a $2.69 million acquisition of Party City in June of that year.
Bingham McCutchen
Bingham’s restructuring practice handles some of the largest-scale restructurings as co-counsel or opposing counsel to such prominent players as Weil Gotshal & Manges, Kirkland & Ellis, Skadden, and Mayer Brown. As noted above, the firm has made a push recently to attract experienced tax personnel who can lend support to its restructuring attorneys on those frequent occasions when either creditors or debtors have significant tax interests. In a matter ongoing as of presstime, Jeffrey Sabin, Tom Lotterman and James Dragna are representing Anadarko and Kerr-McGee in proceedings brought before US Bankruptcy Court for the Southern District of New York. The plaintiffs’ position is that the 2005 spin-off of Tronox from Kerr-McGee, which Anadarko acquired in 2006, was part of a scheme to shed legal liabilities stemming from the activities of former businesses in the chemical, nuclear mining, and wood treating sectors. The plaintiffs are after $20 billion in damages.

In another matter unresolved as of presstime, Michael Reilly is acting as lead counsel to bond insurance providers MBIA and Assured Guaranty in an out-of-court restructuring of $2 billion of debt associated with the largest Native American casino in the United States. Reilly and Joshua Dorchak are acting as counsel to OMX Noteholder Group in the Lehman bankruptcy, specifically in regard to timber acquisition loans backed by Lehman credit. Reilly and Bruce Silvers are advising secured creditors in the American Airlines Chapter 11 case with respect to the disposition of aircraft leases, liens and claims.
Bracewell & Giuliani
The restructurings undertaken by Bracewell over the past year encompass deals for many clients including banks, institutional investors, distressed debt investors, and clients in need of effective litigators to protect their interests in an insolvency situation.

In September 2012, Evan Flaschen and Renée Dailey represented the noteholding group of concrete company Cemex. The institutional investors in this group sought to collect more than $800 million owed to them. With Bracewell’s lawyers as their counsel, Cemex’s creditors engaged in productive restructuring discussions with Cemex and finally extracted a satisfactory global restructuring proposal from the company in September 2012. In an ongoing creditor-side representation, William Wood III is advising PPL Corp. as the largest unsecured creditor, in a $300 million contract rejection claim in the bankruptcy filing of Southern Montana Electric Generation and Transmission Cooperative. Bracewell’s lawyers have already successfully advanced a motion for a $2.5 million administrative claim, against the objections of the insolvent parties.

In another ongoing matter, this time on the debtor side, Flaschen is advising Omega Navigation, the owner of tankers transporting petroleum, and its affiliates in Chapter 11 cases. The cases have drawn publicity and no small amount of controversy for the bankruptcy court judge’s decision to deny motions to dismiss the Chapter 11 cases as desired by certain of the company’s lenders.
Cleary Gottlieb Steen & Hamilton
The firm continues to represent longtime client Nortel Networks in its Chapter 11 proceedings, a multi-layered representation involving the cross-border allocation of proceeds from asset sales, inter-estate litigation, motions to dismiss foreign affiliated debtors' claims and the appeal of a bankruptcy court's decision that United Kingdom-based pension claimants wishing to impose liability on US affiliates of a UK employer had to liquidate their claims through a bankruptcy court. Cleary is also acting as counsel to financial institutions in cross-border litigation in the aftermath of the Madoff scandal and bankruptcy, including HSBC, Bank of New York, and Citigroup Global Markets. In one of the most notable victories on record for a defendant, Cleary lawyers got a judge in the Southern District of New York to dismiss the common law claims of Madoff trustees in Picard v. HSBC. The judge concurred with Cleary attorneys Thomas Moloney, David Brodsky and Evan Davis that the trustee did not have standing to advance such claims. If the ruling had gone the other way, HSBC would have been liable for $6.5 billion in damages.
Cravath Swaine & Moore
Under the guidance of esteemed partner Richard Levin, Cravath's restructuring practice continues to compete successfully with much larger practices for the work of leading corporations and financial institutions. Levin and Paul Zumbro are providing counsel to Credit Suisse as administrative agent and collateral agent under a $360 million prepetition credit agreement and a $617 senior secured super priority priming DIP credit agreement for ATP Oil & Gas Corporation. The latter company, saddled with nearly $ billion in debt, filed for Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas in August 2012. Levin, Richard Clary, Michael Paskin are representing Credit Suisse and a number of its subsidiaries in the US and abroad in the Lehman Brother Chapter 11 filing, which as of press time was pending in US Bankruptcy Court for the Southern District of New York. Credit Suisse has highly intricate derivatives- and trading positions-related claims and interests vis à vis Lehman entities in the US and Europe and the firm considers it likely that litigation over these claims will put to the test provisions of the ISDA Master Agreement for Derivatives. Incidentally, Credit Suisse has also enlisted Cravath to protect its interests in the liquidation proceedings of MF Global.
Davis Polk & Wardwell
In the restructuring space, Marshall Huebner and Brian Resnick took the lead in advising Lehman Brothers International (Europe) and affiliates in relation to their claims against the debtors, in an effort to resolve tens of billions of dollars in claims among 80 different entities of Lehman. Donald Bernstein, Damian Schaible, and Elliot Moskowitz advised JPMorgan as agent for the pre-petition senior lenders and as creditors in Tribune's attempts to restructure $13.5 billion of debt. Tribune's emergence from bankruptcy in December 2012 is hard to imagine without the work of these attorneys, who worked out arrangements whereby junior creditors got sufficient satisfaction to release claims against lenders without sacrificing the option to pursue claims against other parties that failed to settle, and who navigated a course among a number of competing restructuring plans put forth by disgruntled junior creditors.
Debevoise & Plimpton
While not quite on par–yet–with a firm like Weil Gotshal & Manges or Kirkland & Ellis, Debevoise's restructuring practice has landed some significant matters within the last year. Richard Hahn, Jasmine Ball and John Curry are playing a critical role in one of the highest-profile restructurings in United States history. The attorneys are advising American Airlines, as special aircraft financing counsel, in its pending Chapter 11 case. This involves the restructuring of financing and purchase agreements concerning more than 1000 planes.

In a multi-jurisdictional restructuring closing in June 2012, Steven Gross and M Natasha Labovitz advised Culligan and affiliates in the restructuring of more than $700 million of funded debt. This restructuring made use of an out-of-court debt exchange offer, including the option of a pre-packaged Chapter 11 filing, and it involved extensive collaboration between Debevoise's New York office and its attorneys in London and Paris.

Dechert's restructuring practice achieved a notable victory in its representation of the Ad Hoc Group of Vitro Noteholders. Allan Brilliant, co-head of the practice, and Craig Druehl advised the client in relation to the restructuring of roughly $1.6 billion in defaulted senior notes issued by Mexican glass manufacturer Vitro. At the conclusion of a four-day trial, Dechert's lawyers successfully shot down Vitro's motion to enforce a concurso plan. An earlier order denying enforcement of the plan had been the target of an appeal brought before the Fifth Circuit Court of Appeals. Although Vitro enjoyed representation by a firm, Milbank, that some might consider more prestigious than Dechert, it was ultimately Dechert's arguments that proved more persuasive in court.
Fried Frank Harris Shriver & Jacobson
The firm has also handled some notable restructurings in recent months, one of which, on behalf of the Independent Committee of the Board of Trustees of Innkeepers USA Trust, involved roughly $1.42 billion of debt. In another recent matter, Brad Eric Scheler and Shannon Lowry Nagle represented debt holders of Washington Mutual, including its largest creditor, Appaloosa Management, and helped negotiate a path for WaMu to move ahead with its plan confirmation process.
Jones Day
Jones Day does an outstanding job of helping clients in distressed situations look out for their interests and obtain a more favourable settlement than they might have thought possible in a restructuring.

A client raves, “I’d rather work with Jones Day as opposed to a lot of other firms. They’re absolutely fantastic to work with. Their knowledge of current market trends is unsurpassed. Bruce Bennett is probably one of the smartest lawyers I know. They don’t necessarily put 10 people on a deal. I hear fewer complaints about their bills than about other firms’ bills.”

Another client reports, “I’ve worked with Jones Day’s restructuring team out of Chicago, and they are very smart debtor-side attorneys. It was clear the entire team on the case personally wanted the company to succeed. They put their personal energy and some extra blood, sweat, and tears to make sure this matter turned out okay.”

Partner Bruce Bennett, mentioned above, is playing a critical role in the largest municipal bankruptcy in United States history. Though Jones Day partner Kevyn Orr has received publicity as Detroit’s official emergency manager since March 2013, Bennett is advising the city on the restructuring of its approximately $20 billion of debt and on litigation following upon Michigan Governor Rick Snyder’s decision to file for Chapter 11 status for the city in July.

In June 2012, Paul Leake and Pedro Jimenez represented the Official Committee of Unsecured Creditors in General Maritime Corporation’s Chapter 11 proceedings, involving operations by the company and its subsidiaries in more than 70 countries. Jones Day’s lawyers were able to negotiate a settlement providing the general unsecured creditors with a higher recovery, in the restructuring of more than $1.5 billion of debt, than they would have gotten from the debtors’ original restructuring proposal.

In October 2012, Leake and Richard Engman advised Bowater Incorporated, which has since undergone re-organization into AbiBow US, in relation to more than $1.8 billion of claims filed by holders of notes of a Bowater subsidiary, Bowater Canada Finance Corporation. The holders had $620 million of unsecured notes. Following a trial in December 2011 and subsequent mediation, the bankruptcy court approved a settlement highly favourable to the debtors, whereby the $620 million Contribution Claim shrunk down to $305 million unsecured claim.

Peter Benvenutti has taken up the representation of Plant Insulation Company in its ongoing legal troubles stemming more than $1 billion of asbestos tort liabilities. The company initiated litigation against its insurers in 2006 alleging that it had not exhausted the coverage to which it was entitled. The Chapter 11 plan filed by Jones Day enables Bayside to merge into Plant and allows the reorganised debtor to obtain a discharge and a special asbestos channelling injunction as a supplement to the general discharge. Among the plan’s other provisions are the establishment of a $150 million asbestos victims’ trust and an injunction prohibiting future asbestos-related claims against the re-organised debtor or its stockholders or insurers. The parties agreed that the victims’ trust would invest in the re-organised debtor in return for 40% of the latter’s stock and warrants, through which the trust could potentially obtain majority ownership.

As accomplished as Jones Day is in its representation of debtors, its restructuring work is hardly limited to the debtor side. In a critical matter unresolved as of presstime, James Johnston is representing US Bank National Association in the Chapter 11 proceedings of American Airlines in the Southern District of New York. Jones Day’s lawyers are advising the client as indenture trustee with respect to $1 billion of 7.5% senior secured notes due 2016, issued by American Airlines.
Kasowitz Benson Torres & Friedman
Restructuring is a standout practice at Kasowitz and has been getting some due recognition. It is hardly the only dynamic practice at Kasowitz, which announced in June 2013 that former United States senator and vice presidential candidate Joseph Lieberman had joined Kasowitz as a senior counsel, signalling an emphasis on developing the firm’s ability to handle independent and internal investigations. Kasowitz’s origins in 1993 as a firm specializing in complex litigation broadly underpin its current reputation. But without doubt, many of Kasowitz’s most significant deals in the last 18 months have involved its creditors-oriented restructuring practice. The practice has proven itself equally adept at representing the interests of shareholders opposed to a Chapter 11 plan of re-organisation and at advancing the claims of former partners of a fallen law firm.

In November 2012, David Rosner represented P Schoenfeld Asset Management and other common stockholders of Smurfit Stone Container Corporation in their valuation-related opposition to the Smurfit debtors’ proposed Chapter 11 plan, which enjoyed the support of the official committee of unsecured creditors. The Kasowitz lawyers took part in more than 15 depositions and in a prolonged valuation trial, resulting in the Smurfit debtors agreeing to amend their plan, permitting the equity holders to gain a distribution of roughly 5% of the re-organised company’s equity. The firm characterises this outcome as marking the first equity recovery with the need to fund a rights offering in recent memory.

Practice head David Friedman and colleagues are representing Yosef Maiman, the president, chairman of the board, and controlling shareholder of Ampal-American Israel Corporation, which sought bankruptcy protection in August 2012. Friedman spearheaded opposition to the appointment of directors and a chief restructuring officer. This appointment, which the official committee of unsecured creditors had sought, violated not only Ampal’s corporate documents but also New York corporate statutes. Kasowitz’s lawyers succeeded in persuading the bankruptcy court to deny the committee’s proposals and to appoint a Chapter 11 trustee for the insolvent company.

In the protracted mess following the downfall of global corporate law firm Dewey & LeBoeuf in May 2012, the Official Committee of Former Partners sought out Kasowitz to represent its interests. The former partners wished to pursue claims involving employment contracts, severance agreements, and pension benefits that Dewey had allegedly abrogated. Following the bankruptcy court’s decision to approve the debtor’s proposed partner contribution plan, Kasowitz led the former partners’ appeal of the plan and took the lead in negotiations leading to a settlement. Under this settlement, the former partners agreed to withdraw their appeal in return for much-desired releases of the debtor’s potential avoidance claims against the former partners. The Kasowitz attorneys also handled other critical aspects of the Dewey matter including the wind-down of the debtor’s Chapter 11 estate and the use of cash collateral.
Katten Muchin Rosenman
Under the leadership of partner John Sieger, Katten’s restructuring practice played a crucial role in the aftermath of the Chicago Tribune’s insolvency. Katten’s lawyers acted as counsel for former principal shareholders of the Tribune in its bankruptcy and in the litigation that subsequently arose over alleged fraudulent transfer actions in connection with the Tribune’s leveraged buyout. The firm characterizes these transfer actions as among the largest ever subject to litigation.

In November 2012, Craig Barbarosh took the lead as counsel to the Bank of New York Mellon Trust Company in bankruptcy litigation revolving around a casino whose owners wished to restructure their debt. The matter involved $143 million worth of mortgage notes. Working across the table from Milbank, which advised the debtors, and Kirkland & Ellis and Paul Weiss, which represented certain of the note holders, Katten’s lawyers needed to walk a fine line, balancing the priorities of achieving a settlement without drawn-out litigation, and obtaining a substantial and satisfactory recovery for the bondholders. They were able to come up with a consensual plan of re-organization.
Kaye Scholer
The relative paucity of loans during the lean period from 2008 to 2010 has meant fewer lenders with the opportunity or inclination to press claims against debtors. Kaye Scholer’s restructuring practice, headed by Michael Solow and Mark Liscio, has performed admirably amid a general downturn in restructuring work and has done work consistent with the firm’s broader focus on financial institutions. As part of a plan confirmed in July 2012, Madlyn Primoff advised Merrill Lynch in relation to the Tribune Chapter 11 case. Under the terms of Sam Zell’s 2007 leveraged buyout of Tribune, Merrill Lynch acted as one of the principal arrangers under a $10.133 billion secured credit facility and a $1.6 billion bridge loan facility. In June 2012, Liscio represented Bank of America in the restructuring of student loan asset-backed credit facilities in excess of $179 million.
Kirkland & Ellis
In the restructuring realm, Kirkland represents Ally Financial and Ally Bank in prearranged bankruptcy cases for Ally's mortgage subsidiary, ResCap, which filed for Chapter 11 protection in May 2012. ResCap's liabilities at the time were staggering: $4 billion in debt related liabilities as well as an additional estimated $4 billion of debt stemming from all the litigation around the high-profile bankruptcy.
A client of the restructuring practice comments, "I've known practice head Martin Flics for years and have worked alongside of him on a number of different matters. Martin is a very experienced restructuring lawyer with a tremendous amount of technical expertise. It's apparent that he's highly regarded by the clients. He's a lawyer clients take seriously." Linklaters has a restructuring practice that compares favourably, in sophistication and market standing, with those in the upper tiers of our rankings. Like a great many of the large New York corporate law firms, Linklaters continues to play a role in the largest restructuring in US history, in this case as counsel to the joint administrators of 19 former Lehman Group companies in the insolvency proceedings for Lehman Brothers Holdings. Besides the Lehman matter, the restructuring division is representing Children's Health Partnership Holdings in the insurance insolvency proceedings of Financial Guaranty Insurance Company, which were still underway in the New York state court as of presstime. Linklaters attorneys are advising their client with respect to the filing of an objection to FGIC's proposed plan of rehabilitation. They are also working on a settlement agreement resulting in the commutation of FGIC's insurance policies. Yet another ongoing matter is the firm's representation of KPMG as special liquidators in the dissolution of Irish Bank Resolution Corporation Limited, an entity with extensive assets in the United States. In many cases, the restructuring team benefits from being able to call upon a seasoned litigation bench.
Mayer Brown
In the restructuring space, Howard Beltzer, Rick Hyman, Robert Gray, Stuart Rozen, Charles Kelley and Sean Scott are providing debtors' counsel to offshore developer and producer ATP Oil & Gas Corporation in the client's Chapter 11 proceedings, which are among the largest initiated in 2012 given the client's more than $3 billion debt. Practice head Brian Trust is providing counsel to BNP Paribas/Fortis Bank as agent for a syndicate of lenders in relation to the restructuring of roughly $500 million of project finance loans made for the benefit of cancer-treatment centers in several US cities.
McDermott Will & Emery
In the restructuring space, McDermott's sweet spot continues to be the representation of hospitals and healthcare providers, but the firm commands more general corporate expertise in this area. In August 2012, the firm's attorneys performed bankruptcy analysis and preparation for certain companies on the Fortune 500 or Fortune 1000 lists contemplating a voluntary bankruptcy filing. In the same month, practice head Timothy Walsh and partner Erich Eisenegger provided counsel to equity holders of a global real estate holding company in relation to the restructuring of $2 billion in real estate holdings in Japan and New York and resolved intricate tax issues for the client.
Milbank Tweed Hadley & McCloy
In February 2013, Gerard Uzzi took the lead in representing the Ad Hoc Committee of American Airlines Creditors in American's Chapter 11 matter. Here Milbank's team sat across the table from the restructuring attorneys of Weil Gotshal & Manges, which represented the debtors' interests in this sensational case. It was Milbank that advised the creditors concerning a proposed plan of negotiation that involves an $11 billion merger with US Airways, forming the world's biggest carrier and providing funds to pay off the creditors. Moreover, Milbank negotiated a support and settlement agreement providing the framework for American's smooth exit from Chapter 11 status and the closing of the historic merger. The agreement and the announcement of the merger both came on February 14, 2013, and both were still subject to approval by the Southern District of New York's bankruptcy court as of press time.
Morgan Lewis & Bockius
The firm’s restructuring practice has scored some victories lately, including Neil Herman’s representation of the Journal Register Company and 29 affiliates in their sale in April 2013 of all their assets under Section 363, resulting in significant payouts to creditors. Herman and David Gerson represented Berkline in a recent series of asset sales to a number of buyers, again resulting in a substantial recovery for unsecured creditors. Currently, James Garrity Jr is representing Deutsche Bank as trustee in connection with more than $500 million of mortgage-backed securities in the Chapter 11 proceedings of Residential Capital, or ResCap.
A client of the restructuring practice says, “Neil Herman is the kind of lawyer whom we will go to with our more important cases and issues, the ones that require specialised judgment. I can’t say enough positive things about Neil and his team. I’m incredibly satisfied.”
Morrison & Foerster
The restructuring practice chaired by Gary Lee is due for some recognition. With Morrison & Foerster as its counsel, ResCap has preserved some dignity while forging a path through bankruptcy and has even had some victories along the way. For example, ResCap won bankruptcy court approval for the sale in February 2012 of its mortgage loan origination platform to Ocwen Loan Servicing and for the sale of its legacy loan portfolio to Berkshire Hathaway. The debtors' estates netted over $4.5 billion for the auctioned assets. To pave the way, Morrison & Foerster's lawyers contended with over 50 objections from various parties in and out of government. Morrison & Foerster's lawyers have also negotiated over $1.6 billion in new DIP financing for their client and have helped ResCap obtain regulatory approval for employee incentive and retention initiatives.
Orrick Herrington & Sutcliffe
Raniero D'Aversa and Alan Benjamin are providing counsel to Wells Fargo Bank as the single biggest senior bank lender to the Pequot Tribe vis à vis the financing of the Foxwoods Casino. Financing arrangements for the casino require intricate negotiation among a number of secured and unsecured lending groups, along with the tribe. The tribe's officially sovereign legal status exempts it from traditional Chapter 11 rules and protections, for good or for ill, hence Orrick's attorneys have had to devise creative solutions to restructure the tribe's more than $1 billion public and private debt.

In another restructuring, D'Aversa, Lorraine McGowen and Dan Mathews are advising RBS in relation to a $6 billion restructuring of the Indiana Toll Road and related concessions.

Paul Hastings
Paul Hastings’s restructuring practice performs both creditor- and debtor-side work. Practice head Luc Despins in December 2012 advised the NewPage Unsecured Creditors Committee in relation to Chapter 11 proceedings undertaken with approximately $4.5 billion in debt. Currently, Despins is advising Urbi Desarrollos Urbanos in its restructuring, and is providing counsel to CarVal Investors UK Limited in ongoing litigation over the determination of repo claims in the broker-dealer areas of the Lehman Brothers case. In another highlight, Leslie Plaskon in April 2013 advised General Electric as agent in a senior secured asset-based financing facility in relation to the bankruptcy of Hostess Brands, encompassing $700 million debt.
A client of the restructuring practice offers further praise: “The partners are exceptional strategic thinkers and tacticians, they offer creative solutions, they are always well prepared with detailed knowledge of cases and issues of the day, as well as with detailed recommendations for committee consideration. They are thorough and tenacious, very straightforward, and they give honest assessments of outcomes being deliberated. Finally, they manage different priorities among creditor committees.”
Paul Weiss Rifkind Wharton & Garrison
The firm has also demonstrated an ability to represent publishers in restructuring matters. In July 2012, Alan Kornberg and Jeffrey Saferstein advised Houghton Mifflin Publishing Company in relation to the negotiation and filing of a pre-packaged Chapter 11 plan. Thanks to this plan, the client was able to eliminate roughly $3.1 billion in debt and $250 million in yearly interest, and to emerge from Chapter 11 in just 32 days. In another restructuring, Andrew Rosenberg and Alice Belisle Eaton in October 2012 represented the Ad Hoc Committee of Bondholders of Dynergy Holdings in relation to prepetition litigation with the goal of negotiating a pre-arranged bankruptcy and settle claims that arose over a contested transfer of coal assets. At the time of the restructuring, Dynergy was the issuer of $3.6 billion of unsecured bonds.
Pillsbury Winthrop Shaw Pittman
We welcome Pillsbury’s restructuring practice into our rankings this year, thanks to a strong transactional record and exceptionally positive feedback from clients. The practice is skilled at lender- and borrower-side representation, respectively.

A client gives the following assessment: “We brought Pillsbury on board to negotiate a DIP agreement and they were extremely professional, they had an excellent team, they had all the right people in place to talk us through various processes. They were up all night working with us, and they got a very large amount of work done in a short time.”

“Christopher Mirick is an excellent attorney. He has an excellent grasp of all the relevant bankruptcy rules and laws. He’s also good from a negotiation standpoint, he knows how to handle people,” the same client adds.

A second client singles out two other Pillsbury attorneys for praise: “Often when working with law firms, you have friction of one kind or another – egos, contentiousness. But Leo Crowley and Margot Erlich are just a pleasure to work with. And from an ethical standpoint, Leo and Margot both have struck me as head and shoulders above so many others I’ve seen in the field.”

Mirick and senior associate Brandon Johnson have achieved a notable success in the re-organization of LyondellBasell Industries, which declared bankruptcy in January 2009, saddled with $24 billion in debt. Pillsbury’s lawyers have managed to help resolve a vast majority of the 6,000 claims that were pending against Lyondell when it emerged from Chapter 11 in April 2010, so that as of presstime there were fewer than 100 unresolved claims. According to the firm, some of the claims that needed or currently need resolution are particular to the chemical industry, involving, for example, alleged methyl tertiary butyl ether discharges from gasoline stations. LyondellBasell’s restructuring is far from a “generic” one but may require counsel that can draw upon specialized environmental and chemical industry expertise when the occasion demands.

In the first quarter of 2012, Deryck Palmer took the lead on the representation of Apollo Health Street as it mounted a defence against an unsolicited Chapter 7 petition filed against the company. The former owners of a business acquired by Apollo launched the petition. Pillsbury’s lawyers not only defeated the petition in 19 days – preventing it from becoming a crippling distraction to Apollo’s daily operations – but also successfully pursued claims against the petitioning creditors, bringing a lucrative settlement for Apollo.

Pillsbury’s capabilities in the representation of borrowers and debtors, as illustrated by the two matters above, should not obscure its strengths in lender-side work. To take one ongoing example, M David Minnick is representing Wells Fargo in relation to loans to Cocopah Nurseries, a California-based date palm tree supplier. Pillsbury demonstrated experience and skill in handling a complex case involving numerous types of collateral, a lien on certain assets, and various parties’ claims of ownership to intermingled real estate parcels.
Quinn Emanuel Urquhart & Sullivan
Quinn Emanuel has come to hold a place of esteem in the world of restructuring and insolvency litigation, and it justifies its reputation in one of the only ways that count: through repeated victories in the courtroom. The firm excels in both creditor- and debtor-side work, though understandably shying away from representing financial institutions, which would “conflict out” the firm from many opportunities. The emphasis on being conflict-free has grown since Susheel Kirpalani came over from Milbank in January 2007 to head the restructuring practice. In fact, the firm prides itself on becoming one of the preferred vehicles for clients wishing to sue big banks and corporations in the aftermath of the global financial crisis.

In July 2012, Kirpalani represented marketing company Vertrue in successful efforts to obtain an enjoinment against Paymentech, a JPMorgan Chase subsidiary that sought to terminate Vertrue’s credit card processing agreements on the grounds of Vertrue’s distressed financial situation. A three-day trial ended with the bankruptcy court judge agreeing with Vertrue that such termination would violate the bankruptcy code, and issuing a permanent injunction against Paymentech.

During the same month, Kirpalani achieved an outcome favourable for creditors while distinguishing himself as an examiner appointed by the Office of the United States Trustee in the Chapter 11 cases of natural gas and power company Dynegy Holdings and affiliates. Following the re-financing of a $1.8 billion financing facility and a restructuring of coal and gas businesses of the insolvent companies, Kirpalani investigated creditors’ claims regarding fraudulent conveyances and improper dividends within the context of the re-financing and restructuring. Kirpalani’s report in March 2012 convincingly established that some of the transfers that had irritated the creditors were, in fact, fraudulent transfers and represented a breach of fiduciary duty by Dynegy’s board of directors. At the bankruptcy court’s request, Kirpalani has also acted as a mediator among various parties in the proceedings.

In December 2012, Benjamin Finestone, Eric Winston and Katherine Scherling advised the equity committee of the bankrupt Trident Microsystems. Quinn Emanuel’s lawyers conducted an investigation into the conduct of Netherlands-based controlling shareholder NXP, specifically into whether NXP’s four handpicked directors improperly influenced Trident as it slid toward bankruptcy. As a consequence of this investigation and its findings, the bankruptcy court adopted a settlement involving a $5 million transfer of value to minority shareholders from NXP.

Currently, Finestone is handling a matter, whose trial date was unconfirmed as of press time, involving Colonial BancGroup’s (CBG) litigation against the FDIC, which acted as receiver for CBG’s onetime banking subsidiary, and BB&T Corp. The litigation stems from ownership disputes concerning more than $600 million in assets.
Ropes & Gray
Ropes & Gray's restructuring practice promotes itself as one that is evolving in tandem with changes in the market. As Chapter 11 cases wane and clients seek litigation evaluation and one-off analyses, the practice gravitates toward this area while continuing to cultivate its sweet spot in the representation of hedge funds investing in distressed debt. Meanwhile, the practice maintains a significant cross-border capability as evidenced by Mark Bane's representation of HIG Capital in relation to the Arctic Glacier Income Fund's Chapter 15 restructuring. HIG purchased the assets of Canada-based Arctic Glacier for roughly $400 million. Separately, Keith Wofford and Stephen Moeller-Sally are representing the ad hoc group of senior noteholders of Edison Mission Energy, the holders of more than $2 billion of senior unsecured notes of Edison Mission Energy in the latter's pending Chapter 11 cases.
Schulte Roth & Zabel
Schulte has a modest, respected restructuring practice, which has done interesting work in the past year. Adam Harris is working with litigation partner Robert Ward in the representation of Black Diamond CLO, BDCM Opportunity Fund II, and Spectrum Investment Partners, as the secured lenders, in the Chapter 11 proceedings of Allied Systems Holdings and affiliates. To protect the creditors' interests, it has been necessary to pursue litigation against Yucaipa American Alliance Fund I and Yucaipa American Alliance (Parallel) Fund I. In another restructuring whose outcome is pending as of press time, Michael Cook and David Hillman are working with litigation partner Gary Stein to provide counsel for three former senior partners of the global law firm Dewey & LeBoeuf, which filed for bankruptcy on May 28 2012.
Skadden Arps Slate Meagher & Flom
When it comes to restructuring, this firm does not shy away from difficulty and complexity. Skadden has wound up counsel to the Unsecured Creditor's Committee of AMR Corporation, the parent company of American Airlines, in the latter company's Chapter 11 reorganisation. The upshot of the process is that American Airlines and US Airways will merge, resulting in a global carrier with a roughly $11 billion equity value.
Sullivan & Cromwell
In the restructuring sphere, the myriad facets of S&C's representation of Kodak should not overshadow the breadth of the practice, which has recently helped numerous clients in the insurance, telecommunications, tech, entertainment and sports industries. Joe Shenker in New York and Robert Sacks in Los Angeles provided counsel to Frank McCourt, former owner of the Los Angeles Dodgers, as the franchise underwent a $2 billion court-supervised sale out of Chapter 11 bankruptcy to Guggenheim Baseball Management, in the largest sale of a sports franchise on record.
Weil Gotshal & Manges
Under practice head Marcia Goldstein, Weil continues to play a critical role in the largest and most complex restructuring in history, representing Lehman Brothers and affiliated debtors in the formulation of chapter 11 plans and related disclosure statements and the analysis of more than $1 trillion in claims filed against the debtors. Another ongoing, high-profile restructuring to which Weil has lent its talents is that of Washington Mutual, Inc., the parent holding company of Washington Mutual Bank. Partners Brian Rosen and John Mastando, who were instrumental in the negotiation and approval of a global settlement among Washington Mutual, Inc., the FDIC and JPMorgan Chase (including conflicting claims to over $4 billion of bank deposits) which formed the basis of the chapter 11 plan, which became effective as of March 19, 2012, and pursuant to which over $7.5 billion of cash and other value have been distributed to creditors, continue to work toward a resolution of significant claims against the chapter 11 estate.