Solicitors governing body: State bar associations
Competition authority: Federal Trade Commission
Financial regulators: Securities and Exchange Commission, Commodity Futures Trading Commission, Federal Reserve, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Securities Investor Protection Corporation
IFLR1000 ranking categories for this jurisdiction:
Financial and corporate (Published October) - Banking, Capital markets: Debt, Capital markets: Derivatives, Capital markets: Equity, Capital markets: High-yield, Capital markets: Structured finance and securitisation, Financial services regulatory, Hedge Funds, Private equity funds, Registered funds, M&A, Private equity, Project finance, Restructuring and insolvency
The United States has a corporate legal industry of incomparable vastness and complexity. It includes everything from single-lawyer boutiques to global firms with thousands of lawyers. Law firms that began operating in the 1790s compete with new entrants and with the local offices of 'magic circle' and European firms eager to expand their US beachhead. Large law firms in the US may include both transactional and dispute (including contentious regulatory and trial litigation) practices. There is wide variety among firms with respect to structure. Many firms have associates, counsel, and partners, but not all partnerships follow the equity (shareholder) model, nor do all firms agree on the desirability of an “up-or-out” policy for associates.
With 203 law schools accredited by the American Bar Association, the US is blessed with an enormous pool of legal talent. It is common, to a greater extent than in countries like neighboring Canada, to meet lawyers devoted to a highly specialised sub-area within a field of corporate law, such as the high-yield debt capital markets, the real estate investment trust (or REIT) area of the funds and securities worlds, the shipping finance side of bank lending, or the renewable energy sector within project finance. There is corresponding variety in law firms. Some devote themselves entirely to hedge funds, some specialise in creditor-and/or debtor-side restructuring, some focus on financial services regulations, while still others are litigation shops protecting corporations from class actions.
Corporate law firms in the US have come in for criticism for their lawyers’ fees, which often exceed $1,000 an hour, and for tactics that some view as rapacious. Symbolic of the worst tendencies of US firms in some observers’ eyes was the law firm Dewey & LeBoeuf, which collapsed in May 2012 after years of aggressively hiring partners to the point where the firm’s revenues fell short of its myriad obligations. Dewey’s dissolution flooded the legal market with experienced legal professionals in need of new platforms. The rebukes directed at Dewey, and at some firms still in operation, are reminiscent of criticisms leveled at banks and financial services corporations whose reckless behavior contributed to the financial crisis of 2008-9.
The meltdown of 2008-9 led to extensive consolidation within the banking industry, but had even greater ramifications at the regulatory level, as authorities grasped for ways to ensure economic and political stability and assuage a badly shaken public. Among the most significant developments were the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the Dodd-Frank Act), which President Barack Obama signed into law on July 21 2010, and one of its core provisions, the Volcker Rule. Today, banking regulations in the US are so extensive and complex that lawyers devote significant parts of their careers to keeping abreast of regulatory changes, representing banks before regulatory bodies, and educating clients through seminars, talks, articles, bulletins, and webcasts.
Symbolic of the Dodd-Frank Act’s general thrust is its requirement that banks prepare detailed reports enumerating all of their assets around the world and setting forth exactly what will happen in the event of a wind-down. These documents are known as “Living Wills” and typically run to thousands of pages. Assisting banks with the preparation and updating of their Living Wills, which must anticipate events unfolding under separate and often conflicting legal frameworks, has virtually given rise to a new field within bank regulatory work. But it is the Volcker Rule, named after former Federal Reserve Chairman Paul Volcker, with its ban on somewhat vaguely defined “proprietary trading” by banks, that has proven the most contentious part of Dodd-Frank, and the hardest to enforce.
Michael Washburn - Americas Editor
The New York and Washington outposts of Silver Circle law firm Ashurst together form a leading player in the structured credit and CLO markets, with over $30 billion in CLO transactions in 2014 alone. Ashurst is the counsel of choice for such arrangers as Credit Suisse, Citibank, JPMorgan, Morgan Stanley, Natixis, and Bank of America Merrill Lynch. The firm has turned in a strong performance over the last 18 months under US head William Gray and US managing partner Eugene Ferrer.
Not all of Ashurst’s deals in the US are public, but we can disclose a few recent highlights. In April 2014, partner Patrick Quill represented Bank of America in relation to the investment of $1 billion in five closed end funds. This took the form of a structured preferred stock investment, for the purpose of refinancing variable rate demand preferred stock. Quill has also kept busy as advisor to a number of financial institutions, including Bank of America, JPMorgan, Wells Fargo, Deutsche Bank, and Royal Bank of Canada, in extending leverage to closed-end funds under the management of such leading names as BlackRock, Invesco, and Nuveen. Again, the leverage has taken the form of variable rate demand preferred stock as well as variable rate municipal term preferred stock. Both structures proved useful as a means of refinancing auction-rate preferred stock that was in an inactive state because of the financial crisis. Ashurst’s lawyers played a direct role in structuring and closing the first issuances of the newly active securities.
US managing partner Eugene Ferrer, mentioned above, has been one of the firm’s most active practitioners on the CLO front. His recent files include advising Morgan Stanley as initial purchaser in a $417 million syndicated cash-flow CLO in August 2014, and advising Bank of America Merrill Lynch as initial purchaser in a $512.75 million CLO of the same general nature.
In September 2014, partner Bill Gray advised Citigroup Global Markets as co-issuer and initial purchaser in Blue Mountain CLO’s $612.05 million investment in a portfolio of debt obligations.
Bracewell stands out once again in 2015 as a law firm of choice for corporations in the energy and natural resources sectors seeking to undertake strategic or transformative acquisitions and financings. While many of Bracewell’s deals involve parties and assets in resource-rich western and southwestern North America, Bracewell is a quintessentially international law firm, with offices in London and Dubai as well as eight US cities. Such a model is inevitable given the wide dispersal across jurisdictions of sponsors, lenders, borrowers, shippers, assets, and facilities in energy and oil and gas deals in 2015, and the firm puts the model to excellent use. Although Bracewell lost capital markets partner Michael Telle to competitor Vinson & Elkins in October 2014, it has forged ahead with many significant deals in the intervening time.
A client says, “My area of focus is in the Southwest. I find that for anybody focusing on financial institutions, Bracewell’s expertise is impressive and their reputation in the region is very good.”
In November 2014, Houston-based finance partner Heather Brown took the lead in the representation of Kinder Morgan in its roughly $76 billion acquisition of the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management, and El Paso Pipeline Partners. Brown kept busy the following month as counsel to Phillips 66 in a $5 billion unsecured revolving credit facility, with JPMorgan Chase acting as administrative agent.
In June 2014, Houston-based partner Kate Day advised Scotiabank in financing arrangements for Baytex Energy Corporation’s C$2.6 billion acquisition of Aurora Oil & Gas, the owner of 22,000 acres of the Sugarkane Field in the Eagle Ford shale of southern Texas.
In May 2014, New York-based partner Robin Miles advised Union Bank as administrative agent in a $1.75 billion unsecured revolving credit facility, swingline facility, and letter of credit facility for oil exploration and production client Continental Resources.
Miles’s work on the lending side segues elegantly into project finance. In August 2014, Miles represented Macquarie Bank in a $35 million financing for a gas-to-liquid plant owned by Juniper GTL in Louisiana. The firm characterises this deal as unusual not only in view of the technologies involved at the plant in question, but also its hedging structure which permitted the project to hedge prior to completion. This was highly desirable from the owners’ point of view given the decline in oil and liquids prices after closing.
In another innovative project financing, Houston-based partner Jessica Adkins advised a solar developer, whose identity is not public, in the development of a 100MW solar farm in Texas. Financing for the project makes use of a construction loan that will give way to tax equity financing upon completion of the project. Although the project benefits from a power purchase agreement with a utility, Bracewell’s lawyers have had to engineer an unusual bridge financing, or hedge, to ensure cash flows to support the project in the interval before the power purchase agreement kicks in.
In April 2015, New York-based partner John Klauberg advised Duke Energy Corporation on the $2.8 billion sale of its Midwest commercial generation business to Dynergy. The assets included ownership interests in 11 power plants, fueled primarily by coal or natural gas, as well as the seller’s Duke Energy Retail Sales business.
In further high-stakes energy sector M&A, Houston-based partners Gary Orloff and R Daniel Witschey represented the conflicts committee of QR Energy’s board of directors in the $3 billion sale of QR Energy to Breitburn Energy Partners, establishing Breitburn as a leading upstream MLP with a $7.8 billion enterprise value.
In July 2014, Houston-based partner G Alan Rafte advised Apache Corporation’s Gulf of Mexico subsidiary on the $1.4 billion sale of its non-operated interests in the Heidelberg and Lucius deepwater developments to a Freeport-McMoran Copper & Gold subsidiary.
Cadwalader Wickersham & Taft, one of the most sophisticated of all law firms with a Wall Street orientation, has performed well over the last 18 months in banking, M&A, investment funds, restructuring, and one transactional area in particular, structured finance. In the latter category, the firm boasts an almost unrivalled client base including Apollo Advisors, Bank of America Merrill Lynch, Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley, Oakhill, and others that are not public. The firm’s regulatory advisory practice commands an expertise matched by few other law firms, whether the area is derivatives regulations or Dodd-Frank and Volcker Rule compliance.
Cadwalader maintains a bench of talented lawyers notwithstanding the loss of such figures as M&A partner Geoffrey Levin, who departed for Sidley Austin in October 2015, and restructuring partners John Rapisardi and George Davis, who left for O’Melveny & Myers in May 2013. Cadwalader’s creditor-side work in Detroit’s bankruptcy and its role in providing an exit from the largest municipal bankruptcy in US history surpass the contributions of most law firms. In this and other matters, Cadwalader has proved its ability to protect the interests of creditor clients in highly contentious proceedings with billions at stake.
A client gives the following assessment: “It’s hard to think of any weaknesses. We only use firms we think are strong in certain areas. Although one of the primary people I worked with at this firm, Bryon Mulligan, has since moved on, they’re still good, and I still have confidence in them.”
Highlights of Cadwalader’s recent banking work include partner Jeffrey Nagle and senior counsel Steven Cohen advising JPMorgan Chase in a series of financings for an insolvent casino operator based in New Jersey, Revel AC, and its subsidiaries. JPMorgan and Wells Fargo had previously provided financing to the same debtor in excess of $425 million. The firm’s work for JPMorgan cuts across practice areas. Cadwalader lawyers have advised the bank in recent multi-billion dollar M&A as detailed below.
On the structured finance front, Cadwalader carries on its role as an innovator in areas such as structured notes, algorithmic indices, emerging market notes, credit-linked notes, repackagings, tender option bonds, and esoteric asset securitizations. Much of the firm’s pioneering work with these products and tools is, unfortunately, strictly confidential. In one public matter, partners Richard Schetman and David Miller recently advised distressed credit fund Oak Hill Advisors on repo financings and securitisations of non-performing residential mortgage loan portfolios with an over $800 million value.
The same sensitivity and confidentiality characterises the firm’s work in the investment funds space. Nevertheless Cadwalader deserves recognition for its work for hedge fund clients on ISDA master agreements, prime brokerage agreements, transaction supplements, repurchase agreements, securities lending agreements, numerous customized OTC derivative products such as correlation swaps, volatility swaps, call vs. call options, symphony options, out-performance options, and accreting strike call options, to name only a few.
Cadwalader’s M&A team continues to prove its mettle in high-stakes matters. In April 2015, M&A practice head Christopher Cox advised Salix Pharmaceuticals in its $15.4 billion acquisition by Valeant Pharmaceuticals. Cadwalader was also Salix’s counsel in its announced $2.7 billion combination with Cosmo Technologies, a subsidiary of Irish-based Cosmo Pharmaceuticals, until Salix decided to terminate the agreement in a context of certain new regulations promulgated by the US Treasury Department in September 2014. In February 2015, Cox and partner Aly El Hamamsy advised JPMorgan as financial advisor to Pfizer in its $16 billion acquisition of Hospira.
On the restructuring side, partner Ingrid Bagby and senior counsel Mark Ellenberg advised Bank of America Merrill Lynch as a party in interest rate swaps with the insolvent city of Detroit. The swaps had a termination value of $400 million. Cadwalader’s lawyers were able to negotiate a restructuring of the swaps, involving a cash collateral arrangement, as well as a settlement of the swaps in advance of the anticipated bankruptcy filing by the city. The settlement had to anticipate unusual issues in a Chapter 9 bankruptcy involving the status of casino revenues. The bankruptcy court approved the settlement, paving the way for Detroit to make use of casino revenues in a situation where the city badly needed liquidity to strengthen its position in numerous overlapping negotiations and settlements. Detroit won confirmation of its plan of adjustment in November 2014.
In another creditor-side engagement, Ellenberg worked with special counsel Christopher Updike in the representation of Deutsche Bank as counterparty to Forward Gold Purchase Agreements made with Veris Gold, a consolidated exploration, mining, production, marketing, and distribution firm active in the United States and Canada. The Cadwalader lawyers had to address a situation where an order issued by the bankruptcy court in Vancouver stayed Deutsche Bank from asserting any rights to its collateral, amounting to a secured claim of $90 million. Ellenberg and Updike negotiated a plan allowing the insolvent company to make use of the bank’s cash collateral for a period of time while guaranteeing the protection of Deutsche Bank’s rights and interests in the long term.
For yet another year, Cahill Gordon & Reindel stands out for its dominance in the high-yield debt legal market. The firm is an acknowledged market leader with unrivalled experience and expertise in the representation of bank syndicates. In 2014, Cahill advised on 200 deals for high-yield underwriters, producing roughly $105.3 billion in gross proceeds. But this should not obscure Cahill’s equally savvy work in acquisition finance and the equity and debt (as opposed to high-yield debt) capital markets. A distinguishing feature of some Cahill lawyers is their holistic grasp of how the capital markets work. This enables them to operate with equal fluency on transformative financings on the equity, debt, and high-yield debt sides.
Cahill’s clients, and the recipients of loans from those clients, typically include leading household names in the banking, private equity, manufacturing, and retail sectors. Recent highlights of the firm’s banking and finance transactions include an acquisition financing led by partners Jonathan Schaffzin and Adam Dworkin in July 2014. The partners advised Credit Suisse as administrative agent and lead arranger in Term B loans and a senior secured revolving credit facility, totaling $5.4 billion, and also advised Citibank in a $325 million asset based revolving credit facility. The financing went to Gates Global to facilitate its acquisition by The Blackstone Group.
In October 2014, partners Daniel Zubkoff and Corey Wright represented JPMorgan Chase and Wells Fargo as lead arrangers in financing arrangements for one of the most far-reaching cross-border mergers in recent corporate history. The banks provided a $6.75 billion loan and a $500 million credit facility to finance the acquisition of Canadian chain Tim Hortons by Burger King. The offering went into escrow pending the closing of the deal.
In another highlight, partner William Miller represented Credit Suisse as administrative agent and lead arranger and Citigroup, Merrill Lynch, Morgan Stanley, Barclays, and Deutsche Bank as arrangers in a pair of loans, of $950 million and $3.6 billion respectively, to finance American grocery chain Albertson’s in its $9.2 billion acquisition of Safeway. The buyer and seller announced completion of the deal in January 2015.
On the equity side of the capital markets, partner James Clark has played a dynamic role for numerous companies seeking to go public. Clark advised on the $2.37 billion IPO of Ally Financial in April 2014, the $91 million IPO of Townsquare Media in July 2014, and the $121 million IPO of Ryerson in August 2014. Zubkoff has engineered numerous common stock offerings for Cahill clients, including Aramark’s $966 million offering in December 2014 and an $896.4 million offering by the same client in February 2015.
Zubkoff, a versatile lawyer, has also been active on the debt side. He advised the underwriters in Xerox’s $650 million senior notes offering in March 2015, and represented the BNP Paribas, Citigroup, Credit Suisse, and UBS Investment Bank as joint book-running managers and co-managers in further offerings by Xerox in May 2014 with a $700 million total value.
James Clark, mentioned above, also demonstrated versatility with high-profile engagements on the debt side including representing Bank of America Merrill Lynch, Citigroup, Wells Fargo, and other banks as initial purchasers in Georgia Pacific’s $2.1 billion notes offering in November 2014. Partner Susannah Suh advised Citigroup Global Markets and Deutsche Bank as lead book-running managers in Ensco’s $1.25 billion public offering in September 2014.
On the high-yield side, highlights include the representation by Daniel Zubkoff and colleague Douglas Horowitz of JPMorgan, Jefferies, and MCS Capital Markets in Balboa Merger’s $950 million senior notes offering in December 2014, undertaken prior to Balboa’s merger with TIBCO Software. In November 2014, James Clark and William Miller represented JPMorgan, Bank of America Merrill Lynch, Deutsche Bank, Fifth Third Securities, HSBC, and PNC Capital Markets as initial purchasers in Scientific Games’s $3.15 billion notes offering. In February 2015, Zubkoff and Corey Wright advised the joint lead and book-running managers in Netflix’s $1.5 billion senior notes offering. The firm continues to work on numerous deals of comparable value for many of corporate America’s most familiar names.
Chadbourne & Parke is a New York-based global law firm with more than 400 attorneys. As of presstime, merger talks between Chadbourne & Parke and another global law firm, Pillsbury, were in the headlines. While a now-familiar symptom of widespread consolidation in the legal industry, talks of a merger may leave an observer slightly puzzled. There is no doubt that Chadbourne is a formidable law firm on its own, with a strong presence in banking and the capital markets, particularly debt offerings undertaken to fund social infrastructural development and expansion. The record of deals for the last 18 months speaks for itself. One wonders what the consequences of a merger might be for a firm that has forged such a distinct identity in these transactional areas.
In June 2014, partner Vincent Dunn advised Citibank on a $200 million credit facility for GBG USA, guaranteed by Global Brands Group Holdings. Proceeds from the loan went toward Global Brands’ initial public offering. The deal came on the heels of a transaction illustrating Chadbourne’s cross-border capabilities. In April 2014, partners Marc Rossell and Margarita Oliva represented BBVA Bancomer for the US dollar part of a $180 million five-year term loan credit agreement for transportation service provider Grupo Senda. This highly innovative transaction made use of a structure whereby the peso lenders and the dollar lenders, parties to a general intercreditor agreement, executed separate credit agreements under Mexican and New York law, respectively.
One of the firm’s recent engagements on the debt capital markets side has a marked project finance component. In February 2015, partner Marc Rossell advised Graña y Montero and FerrovÍas Participaciones as sponsors in the $200 million project bond offering for Line 1 of the Lima Metro project in Peru. This was the first bond offering in Peru in 2015 under the country’s far-reaching infrastructural renovation and expansion plan.
In another February 2015 deal, partner Marc Alpert took the lead as counsel to Rockwell Automation in an $800 million registered public debt offering, with Goldman Sachs, JPMorgan, and Merrill Lynch acting as joint book-running managers. In July 2014, Douglas Fried represented Isolux Infrastructure Netherlands in a $364 million financing for the building, financing, and operation of Section 5 of the I-69 highway in Indiana, under a public-private-partnership (PPP), or P3, model. The financing arrangements utilise roughly $244 million of equity investments and $80 million of public investment by Indiana.
As befits a firm that got some of its first assignments in the postwar restructuring of Europe, Cleary Gottlieb demonstrates a cross-border reach and a problem-solving ingenuity few law firms in the world can match. The past 18 months have been some of the strongest in the firm’s history. Cleary’s expertise in lending transactions is sometimes most in evidence in its project finance work, where financial sophistication supports evolving and innovative sources of power. Richard Lincer and Jeffrey Lewis have been advising Pacific NorthWest LNG in financing for an $11 billion natural gas and liquefaction and export facility in British Columbia. The firm characterises this deal as one of the biggest-ever LNG project financings in the Americas.
In December 2014, Chantal Kordula acted as counsel to sponsors Mexico Power and Gas Ventures and PMI holdings and to TAG Pipelines as both borrower and sponsor in a senior secured term loan for up to $1.1 billion from a global bank consortium. The loan is for the building and operation of the Ramones II Sur pipeline, the first half of the Ramones Phase II pipeline, by TAG Pipelines Sur, which is a joint venture of Pemex and GDF Suez. Observers expect the completed pipeline to run about 180 miles from San Luis Potosi to Guanajuato.
Outside of pure project finance, Cleary’s lawyers have kept quite busy putting sophisticated lending tools and structures to work. In the spring of 2014, Meme Peponis advised RegionalCare Hospital Partners, a Warburg Pincus portfolio company, on first- and second-lien credit facilities for the purpose of refinancing existing credit facilities. The financing, which involved UBS as agent for a syndicate of banks, broke down into a $275 million first-lien term facility, a $75 million revolving credit facility, and a $215 million second-lien term facility, for a $565 million total value. Peponis has also shown considerable fluency with acquisition finance, as in her representation of Warburg Pincus in financing arrangements for its acquisition of Electronic Funds Source, with Goldman Sachs and Credit Suisse providing $600 million of first lien term and revolving credit facilities and a $250 million second lien term facility, respectively.
In January 2015, Peponis and Laurent Alpert advised Medtronic in debt financing for its roughly $43 billion acquisition of Covidien, including $16.3 billion in bridge loan facilities from Bank of America Merrill Lynch. In September 2014, Amy Shapiro advised Alcoa in debt financing for its $2.85 billion purchase of Firth Rixson, utilising $2.5 million of bridge loan commitments from Morgan Stanley.
January 2015 was also a busy month for M&A without a bank lending component. Victor Lewkow and Matthew Salerno acted as lead US counsel to medical technology firm Medtronic in its $42.9 billion acquisition of Irish healthcare product firm Covidien. The Cleary lawyers put to use an intricate structure whereby a newly formed Irish holding company, Holdco acquired Medtronic through a merger, and each Medtronic share got exchanged for a Holdco share, while Holdco acquired Covidien through a scheme of arrangement.
In April 2014, Paul Shim and Benet O’Reilly advised a longtime Cleary client, Suntory Holdings, in its $16 billion acquisition of spirits company Beam. The firm characterises the merger not only as Suntory’s biggest acquisition to date, but as a deal resulting in a global spirits company with annual net sales surpassing $4.3 billion.
In another transformative merger, announced in July 2014, Ethan Klingsberg and Paul Tiger advised Family Dollar in its $8.5 billion sale to Dollar Tree, a deal expected to result in the establishment of a discount franchise with over 13,000 stores in North America and more than $18 billion in annual sales.
Christopher Austin and Benet O’Reilly have been advising OneWest Bank’s parent company, IMB HoldCo, on its $3.4 billion sale to lending and leasing service provider CIT Group, a deal expected to establish CIT’s subsidiary, CIT Bank, as a stronger market player with $28 billion in deposits and $67 billion in assets.
Michael Gerstenzang and Elizabeth Lenas have been stars of Cleary’s fund formation practice in recent months, acting as counsel to TPG and various units in numerous billion- and million-dollars deals. The partners advised TPG Special Situations in the formation of TPG Opportunities Partners III (more than $3 billion), represented TPG Asia in the launch of TPG Asia VI ($3.2 billion), provided counsel to TPG in the formation of TPG Capital Partners Strategic Account ($1.9 billion), and advised the client on the launch of TPG Alternative and Renewable Technologies Partners ($350 million cap on fund size), among other engagements. The same pair of lawyers have acted as counsel to Blackstone Alternative Asset Management in the launch of fund-of-one and other bespoke managed accounts of up to $1 billion in value.
On the restructuring side, one of many standouts is the work of James Bromley and Luke Barefoot for Overseas Shipholding Group. The Cleary lawyers advised OSG on its Chapter 11 filings and on the plan or reorganisation that led to OSG’s emergence from Chapter 11 in August 2014. The drawn-out restructuring process involved securing relief for OSG’s global operations, which involved getting South Africa to recognise Chapter 11 status for the first time in history while also obtaining recognition from the UK’s High Court of Justice. Cleary’s lawyers guided the client through cash collateral disputes with Danish and Chinese lenders, moving the restructuring forward without the loss of a certain portion of OSG’s international fleet that had been at stake. Finally, the Cleary lawyers renegotiated the terms of numerous vessel charter agreements in order to achieve terms amenable to a plan of reorganisation. In order to comply with the Jones Act, which requires US domestic shipping to take place under US ownership, the Cleary attorneys engineered a trading freeze and a mechanism providing that US citizens would hold at least 75% of new securities issued under the contemplated plan of reorganisation. The plan ultimately involved the introduction of more than $1.5 billion in new equity and more than $1.3 billion in exit financing.
Cravath lives up once again to its reputation as an innovator and a firm that in-house counsel hire for deals they would never trust to amateurs. Cravath’s bank lending practice compares favourably with those of other leading corporate law firms such Weil Gotshal & Manges, Davis Polk & Wardwell, Simpson Thacher & Bartlett, and Shearman & Sterling, in many areas and one critical area in particular. This is the ability to cultivate and maintain institutional relationships with global banks looking to expand their reach. The banking and leveraged finance lawyers based in Cravath’s Manhattan offices enjoy renown throughout the industry for their sophistication and grasp of complex structures and tools. The firm’s transactional record for the last 18 months attests to its role as a pioneer utilising bank lending expertise to make strategic and transformative acquisitions possible for its clients. Unfortunately, Cravath did suffer one major setback this year. Esteemed restructuring lawyer Richard Levin, who had jump-started the firm’s insolvency practice upon coming over from Skadden Arps Slate Meagher & Flom in 2007 and who was nearing Cravath’s mandatory retirement age, left the firm to go to Jenner & Block. Levin is a living legend in the world of restructuring law, which he helped shape as a member of a Congressional subcommittee in the 1970s, and he was one of the most esteemed partners in any practice area at Cravath.
Nevertheless, clients tell IFLR1000 that while the firm is not inexpensive – nor do they expect it to be – they get good value for their money.
One client reports, “I‘ve been working with Cravath for about 18 months on a variety of matters and I just think they are fantastic. Three partners I deal with are Scott Barshay, George Schoen, and Sandra Goldstein, and there are others as well. Those three are fabulous in terms of responsiveness, practical and legal advice, and they’ve just been really, really good, and I work with a lot of big law firms.”
A second client offers this assessment: “We’ve worked with Cravath for 20 years, they’re an outstanding firm, and we’re highly satisfied with their service. We have worked extensively with Bob Townsend as the lead partner and Damien Zoubeck. Bob and Damien are both extremely knowledgeable about all aspects of corporate and transactional law. They’re both very skilled negotiators, and they both have a very good business sense. The associates at Cravath are at a consistently outstanding level. I wouldn’t say Cravath is cheap, but I don’t think anyone goes to them expecting them to be cheap.”
On the banking side, recent highlights include the representation by partners Andrew Pitts and Joseph Zavaglia of Citigroup, BofA Merrill Lynch, Wells Fargo, and Credit Suisse as lead arrangers in $1.8 billion of debt financing for Rite Aid Corporation. The deal greatly facilitated Rite Aid’s $2 billion acquisition of Envision Pharmaceuticals Services. In March 2015, partners Craig Arcella and Stephen Kessing advised Credit Suisse, Barclays, and Citigroup as lead arrangers of a $150 million ABL facility, a $635 million senior lien term loan facility, and a $260 million junior term loan facility for purposes of helping Lone Star Funds acquire Hanson Building Products for an undisclosed amount. In yet another highlight, partner Tatiana Lapushchik advised Casa Cuervo’s parent company, JB y Compañia, in a $500 million bridge credit facility providing liquidity for an asset swap with Diageo. The latter entity acquired Don Julio Tequila, while Casa Cuervo gained The Old Bushmills Distillery Limited.
Cravath’s expertise in bank lending complements a nearly unrivalled presence on the issuer side of the debt and equity capital markets. More than 209 SEC-registered or Rule 144A debt offerings since the start of 2014 have been Cravath deals, netting roughly $402 billion in proceeds.
William Rogers has taken the lead on the representation of The Priceline Group in two registered senior debt offerings, in September 2014 and March 2015, with a total €2 billion value. In August 2014, Joseph Zavaglia advised a financial services company with a concentration in the life insurance sector, Symetra Financial Corporation in a $250 million senior debt offering.
On the high-yield side of the capital markets, Stephen Burns has handled many notable recent issuer-side representations, including Crown Castle International’s $850 million registered senior debt offering in April 2014. Just one month earlier, Burns advised Credit Suisse, Deutsche Bank, and other initial purchasers in Ocean Rig UDW’s $500 million 144A/Regulation S high-yield senior debt offering.
In the M&A realm, one of Cravath’s most complex recent transactions has been the representation of British American Tobacco (BAT) in a $4.7 billion investment in Reynolds American. Thanks to this investment – a critical step in Reynolds American’s pending $27.4 billion acquisition of Lorillard – BAT will not lose its 42% equity position in Reynolds American when the acquisition closes. The work is on this deal by partners Ting Chen and Philip Gelston is part of a series of deals for BAT, involving Reynolds American’s pending sale cigarette brands and other assets to Imperial Tobacco Group.
Most deals cannot measure up, at least in sheer size, in comparison to HJ Heinz Company’s pending $60 billion merger with Kraft Foods Group. This deal – engineered by Cravath lawyers Scott Barshay, Jonathan Davis, and Eric Schiele – will result in The Kraft Heinz Company, a nearly unrivalled food and beverage market leader.
Cravath’s fluency in high-stakes M&A extends to the energy arena, where partners Mark Greene and Andrew Thompson have advised Integrys Energy Group in relation to its pending $9.1 billion acquisition by Wisconsin Energy Corporation. Elsewhere in the resources sector, Richard Hall has represented Rock-Tenn Company in its pending $16 billion tie-up with MeadWestvaco, expected to result in a dominant global provider of corrugated and consumer packaging.
One of the world’s most sophisticated corporate law firms, Davis Polk & Wardwell does more work in a given area of banking in the course of a year than many firms do in all areas. The bank lending, regulatory compliance and reporting, and financial institution M&A practices at Davis Polk enjoy renown throughout the industry. Year after year, the firm has been counsel of choice for leading banks, representing all the big-league players save Wells Fargo, and the past year is no exception. One measure of the breadth of the firm’s banking expertise is its role in the immensely complicated restructuring of Detroit. Davis Polk’s expertise has been indispensable in reaching a settlement acceptable to certain of the lenders in Detroit’s long road out of bankruptcy.
Davis Polk’s funds practice is also flourishing, serving a client base including, on the hedge fund side, Avenue Capital, Bridgewater Associates, Chilton Investment Company, Citadel Investment Group, Credit Suisse, Highbridge Capital Management, Hitchwood Capital, and, on the registered fund side, Baron Funds, Morgan Stanley, Nomura Partners, Perella Weinberg, PIMCO, Ramius, and UBS A&Q Funds.
Recent bank lending transactions have been of staggering size and complexity. In July 2015, corporate partners David Caplan and H Oliver Smith worked with partner Jason Kyrwood and colleagues in the credit finance area on a commitment letter for a $16.2 billion, 364-day bridge facility, to help finance health care benefit company Aetna’s $37 billion acquisition of Humana. Lenders in the bridge facility include Citigroup Global Markets, UBS Stamford Branch, and UBS Securities. Kyrwood has also been highly visible in the provision of $4 billion of credit facilities for Coty to facilitate its acquisition of certain assets of Procter & Gamble’s cosmetics businesses. The financing has taken place through a Reverse Morris Trust transaction.
Davis Polk’s work in bank lending blends seamlessly with its almost unrivalled role in FIG M&A. In April 2015, De Ghenghi and Guynn acted as advisor to Banco Santander on a proposed joint venture with UniCredit and private funds associated with Santander and UniCredit’s worldwide asset management divisions. The venture allows for UniCredit, Warburg Pincus, and General Atlantic jointly owning the venture’s US operations, and operating under the common title Pioneer Investments. Guynn has also advised Banco Santander in relation to its C$298 million acquisition of consumer vehicle financing company Carfinco.
In March 2015, De Ghenghi collaborated with Margaret Tahyar and Louis Goldberg on the representation of OneMain Financial in its $4.25 billion acquisition by personal finance company Springleaf.
In April 2015, Randall Guynn worked with partner Luigi De Ghenghi on the representation of General Electric in its proposed sale of a majority interest in GE Capital, including Synchrony Financial and GE Capital Bank. Another aspect of the deal was the withdrawal of GE Capital’s designation by the Financial Stability Oversight Council as a systemically important nonbank financial company, a change in status that had consequences for the client’s supervision by the Federal Reserve. In July 2014, Guynn and William Taylor advised JPMorgan Chase on the $1.3 billion sale of loans and other securities from its Global Special Opportunities Group to Bain Capital’s credit affiliate, Sankaty Advisors.
In other sectors, one of the firm’s many large cross-border M&A transactions in the past year came in the form of Phillip Mills’s advising global reinsurer PartnerRe on its $11 billion merger with Bermudan insurance and reinsurance provider AXIS Capital, announced in January 2015. PartnerRe has also retained Davis Polk to advise it on a $6.2 billion unsolicited takeover bid for Agnelli Family-controlled investment company Exor.
In September 2014, Arthur Golden and Marc Williams advised Swiss healthcare company Roche in its $8.3 billion acquisition of biotechnology researcher and developer InterMune. In another deal in the same sector, George Bason and William Chudd represented specialty biopharmaceutical company Shire in its $5.2 billion acquisition of NPS Pharmaceuticals.
On the private equity buyout side, highlights include Richard Sandler and John Meade’s representation of GE in the scaling down of its financial businesses through the sale of GE Capital assets, including the $26.5 billion sale of GE Capital Real Estate performing loans to Blackstone- and Wells Fargo-managed funds. In January 2015, Daniel Kelly represented Dynacast International in its $1.1 billion acquisition by Zurich-based Partners Group. In March 2015, Miranda So and Will Pearce acted for a consortium led by GO Scale Capital, a fund sponsored by Oak Investment Partners and GSR Ventures, in the $2.9 billion purchase of a majority (80.1%) interest in Philips’ combined LED components and automotive lighting units.
Davis Polk continues to be one of the busiest law firms in the global capital markets. In July 2015, Christopher Schell and colleagues advised Morgan Stanley on an SEC-registered global offering of $3 billion of 4% senior notes due 2025. During the same week, Paul Chow oversaw a team advising a $300 million Regulation S credit enhanced bond offering by Boom Up Investments.
In the investment funds space, some of the firm’s work is confidential, but it has had significant public engagements on the registered funds side. Nora Jordan has acted as counsel to SPY, SPDR Dow Jones Industrial Average ETF, SPDR Midcap 400 ETF on reporting and compliance matters. In January 2015, Jordan advised the board of directors of mutual funds launched by Oaktree Capital. Jordan has also recently advised The Japan Fund and its directors in the proposed reorganisation of the NPF Japan Fund with the Matthews Japan Fund. On the hedge fund side, Leor Landa represented SeaChange Capital Partners in the formation of The New York Pooled PRI Fund, which had a closing of roughly $4.1 million in November 2014. Landa’s funds work carries over to private equity where he led the representation of Blackstone affiliate Strategic Partners Fund in the launch of Strategic Partners Fund VI, which closed at $4.4 billion in October 2014. The following month, Yukako Kawata advised Crestview Partners in the sale of limited partner interests in Crestview Partners III and affiliated co-investing funds. Crestview Partners has raised about $7 billion since its formation in 2004.
Like many corporate law firms, Davis Polk has played a role in the restructuring of Detroit in the wake of the largest municipal bankruptcy in US history, involving over $18 billion in debt, and the city’s emergence from Chapter 11 in December 2014. Marshall Huebner, Damian Schaible, and Elliot Moskowitz have advised a financial institution, whose identity is confidential, in the settlement of claims against the insolvent city centering on $800 million of notional amount interest rate swaps and $1.4 billion of principal amount certificates of participation. Davis Polk’s client in the matter, and UBS, are counterparties to the $800 million in swaps, which had gone toward rectifying Detroit’s interest rate exposure involving a portion of the $1.4 billion of certificates. In the face of Detroit’s position that liens and obligations relating to the swaps were unenforceable under state law, Davis Polk’s lawyers were able to work out a secured claim of $42.5 million for its client, commensurate with the secured claim UBS obtained.
Equally important has been Davis Polk’s work in the saga of Argentina’s debt restructuring. Denis McInerney has been advising a financial institution, whose identity is not public, on litigation in the Southern District of New York and the Second Circuit federal court concerning $8.4 billion of bonds issued by Argentina.
One mark of the breadth and sophistication of Debevoise & Plimpton is that the firm often represents a given client in multiple areas of law. Bank lending clients also hire the firm for “bet the bank” capital markets, M&A, investment funds, and/or restructuring transactions. The firm’s capital markets practice goes up in our rankings this year, thanks to the undeniable breadth of its issuer-side representations.
In a firm full of accomplished lawyers, David Brittenham stands out as one of Debevoise’s busiest banking and finance partners. In July 2014, Brittenham advised Clayton Dubilier & Rice on financing for its $1.8 billion acquisition of special chemical supplier Solenis International, and represented The ServiceMaster Company in its $1.8 billion term loan facility and $300 million revolving credit facility, for purposes of replacing existing facilities. The deals came just weeks after Brittenham represented The Hertz Corporation on $2.5 billion in financing for its separation into two publicly traded companies, namely Hertz and the Hertz Equipment Rental Corporation, making use of a tax-free spinoff to shareholders of Hertz.
In another July 2014 transaction, Paul Brusiloff advised Altegrity on $2 billion of loan facilities and first lien, second lien, and third lien notes related to debt refinancing and restructuring. In yet another July 2014 deal, Pierre Maugüé provided counsel to International Paper, Bain Capital, Unisource Corporation, and Vertiv Corporation in relation to Vertiv’s $1.4 billion ABL credit facility. Proceeds from the facility went toward a payment to International Paper just before the spinoff of its distribution solutions business, and the spun-off entity’s merger with Unisource through a “Reverse Morris Trust” transaction.
On the capital markets side, Steven Slutkzy went to bat for Clayton Dubilier & Rice in a series of transactions between July 2013 and December 2014, including a $1.1 billion IPO, a $1.25 billion offering of 5.25% notes due 2021, and secondary stock offerings with a roughly $2.4 billion total value. Slutzky has also recently acted as counsel to Reynolds Group Holdings, a portfolio company of The Rank Group, in notes offerings totalling $1.24 billion.
Matthew Kaplan has acted as counsel to Booz Allen Hamilton Holding Corporation, a Carlyle Group portfolio company, in Carlyle’s sale of roughly $1.1 billion of Booz Allen Hamilton common stock to the public, with closings falling between November 2013 and February 2015. Kaplan has advised Providence Equity Partners portfolio company Altegrity on an out-of-court restructuring of its capital structure, including the refinancing of approximately $1 billion of first-lien debt and the restructuring through exchange offers of most of Altegrity’s $650 million of senior unsecured and senior subordinated debt.
Debevoise’s M&A practice has kept busy with numerous high-profile mergers over the past year. Jeffrey Rosen and Michael Diz have advised Verizon Communications in the $10.54 billion sale of wireline operations with customers in California, Florida, and Texas to Frontier Communications, announced in February 2015. In a deal closing the same month, Nicholas Potter and Jeffrey Rosen represented financial services firm Protective Life Corporation in its $5.7 billion merger with a subsidiary of Tokyo stock exchange-listed Dai-chi Life. The Debevoise lawyers brought to the finish line a deal requiring regulatory approval in both Japan and the United States, resulting in a global insurer with $424 billion in assets.
In October 2014, William Regner advised TIAA-CREF on its $6.25 billion acquisition of Nuveen Investments, an investment manager with some $221 billion of assets under management. In December 2014, Gregory Gooding represented Northwestern Mutual in the $2.7 billion sale of Russell Investments to the London Stock Exchange Group.
Debevoise’s M&A expertise is much in evidence in the private equity buyout realm, where the firm has recently advised One Equity Partners in the sale to Lexington Partners and AlpInvest Partners of about 50% of the portfolio companies comprising JPMorgan’s One Equity Partners Private Equity Platform, for an undisclosed amount. The firm has also represented Kelso & Company in many deals including partly-owned subsidiary Traxys Group’s sale of a majority interest to The Carlyle Group and Louis Bacon, and the acquisition of Kelso portfolio company PSAV by Goldman Sachs affiliates, the terms of which are not public.
M Natasha Labovitz has led a team of lawyers advising Altegrity, and its operating businesses Kroll, HireRight, and USIS, in pre-negotiated Chapter 11 proceedings in Delaware, with a view to restructuring more than $1.8 billion of debt. In another Delaware bankruptcy court matter, Labovitz also collaborated with Richard Hahn and Shannon Rose Selden in the advising of Standard General as senior secured lender, acquirer, and debtor-in-possession lender to RadioShack in its Chapter 11 restructuring. Hahn has been working alongside Craig Bruens as counsel to a confidential food industry client in the refinancing and restructuring of approximately $1 billion in debt.
Dechert is an agile player in numerous areas of transactional law, including bank lending, debt and equity capital markets, derivatives, fund formation, M&A, private equity transactions, and restructuring. Observers can have little doubt that Dechert is pushing hard on the private equity front. The firm has made a number of high-level lateral hires in 2014 and 2015 including partners Markus Bolsinger, Ruediger Herrmann, and Philippe Phaneuf and counsel Asma Chandani. Former Kirkland & Ellis attorney Bolsinger brought with him a large base of clients and a transactional record including work for Apax Partners, First Atlantic Capital, ICV Partners, Irving Place Capital, New Mountain Capital, Vestar Capital, and JH Whitney & Co. Dechert’s restructuring practice stands out once again in 2015, having demonstrated a versatility with shariah-compliant structures in cross-border restructurings not many law firms in the world could have undertaken.
On the corporate and banking side, one of the firm’s most versatile lawyers has proved to be Philadelphia-based partner Sarah Gelb. In June 2014, Gelb represented US Ecology in a senior secured credit facility, including $415 million of term loans and a $125 million revolving credit facility, with provisions for possible future borrowings adding $125 million to the overall facility. Gelb has also assisted B&G Foods with the refinancing of a senior secured credit facility, making use of a new senior secured credit facility maturing in June 2019. The latter consists of a $300 million of tranche A term loans and a $500 million revolving credit facility. It cuts interest rate payable on tranche A term loans and revolving loans by 100 basis points, while boosting the revolving credit commitments from $300 million to $500 million.
On the debt side of the capital markets, recent highlights of the firm’s work include a deal in July 2014 where Philadelphia-based partner James Lebovitz represented FS Investment Corporation in an offering of $400 million of 4% notes due 2019. In September 2014, New York-based partner Howard Kleinman advised Chilean financial institution CorpBanca as issuer of $750 million 3.875% senior notes due 2019, in accordance with Reg S/Rule144A. The firm characterises this deal as the biggest placement by a Chilean bank in the global markets in the year in question.
On the equity side, New York-based partner David Rosenthal in November 2014 represented Citigroup and Jefferies, along with other underwriters, in a proposed $100 million IPO of ADRs, representing common shares of French radiopharmaceutical firm Advanced Accelerator Applications.
In September 2014, Washington-based partners Thomas Friedman and Will Tuttle advised PennantPark Investment Corporation in the $98.85 million sale of common stock.
In February 2015, Pennsylvania-based partner Stephen Leitzell represented MWI Veterinary Supply in its $2.5 billion acquisition by AmerisourceBergen Corporation and a subsidiary, Roscoe Acquisition Corp. The deal’s classification as a tender offer allowed the client to take advantage of Section 251(h) of the Delaware General Corporation Law. This was the latest in a series of engagements for MWI, including its IPO in 2005.
Dechert’s private equity expertise has been much in evidence in recent M&A work. In December 2014, partners Daniel O’Donnell and Geraldine Sinarta, both based in Pennsylvania, represented Court Square Capital Partners in a proposed going-private acquisition of Pike Corporation for $590 million. In August 2014, partner Henry Nassau represented Graham Partners in its $130 million sale of Strata Products Worldwide and Strata Proximity Systems to Wingate Partners.
On the restructuring side, New York-based partner Michael Sage has been advising the ad hoc holders of first lien notes of Momentive Performance Materials, and Bank of Oklahoma as trustee, in the Chapter 11 restructuring of Momentive and affiliates. Sage has worked with his colleague in New York, Brian Greer, as counsel to Standard Chartered Bank as secured creditor under a pair of murabaha (deferred sale) facilities with a roughly $100 million value for a shariah-compliant bank, Arcapita, and affiliates in their Chapter 11 proceedings. Given the global dispersal of the assets of Arcapita debtors, and the volume of those assets, this has been an intricate cross-border matter involving the restructuring of more than $1.3 billion of shariah -compliant debt. The firm characterises the matter as the first Chapter 11 restructuring of a Middle Eastern financial institution undertaken in conjunction with a provisional liquidation in the Cayman Islands.
Dentons is a global powerhouse continually looking to expand its presence across the world. It merged with a Chinese firm, Dacheng Law, in January 2015, and combined with McKenna Long & Aldridge in July of this year.
Although the firm lost six partners within the past year, it offset the losses with the hirings of partners David Blood, Jeffrey Dunetz, Elizabeth Evans, Xeresa Lane Folsom, Susan Greenspon, Donald Hammett Jr, Deepak Reddy, Toni Weinstein, Lloyd Winans, Jinshu Zhang, and Giorgio Bovenzi. The firm is “very responsive,” according to a client, and has “good depth in areas of expertise.”
Stephan Mallenbaum acts as the firm’s corporate practice head, and Michael Froy as its US corporate practice chair. The corporate and M&A practice areas include acquisition finance, joint ventures, LBOs and competition, among others. The firm often takes part in cross-border transactions with parties in countries such as China, Germany, and Thailand. In September 2014, partners Reddy and Evans advised Hong Kong- based CK Hutchison Group on acquiring 21 aircraft owned by GE Capital Aviation Services, a company with headquarters in Norwalk (Connecticut), Shannon (Ireland), and Singapore, for $700 million. In a June 2014 deal, Samuel Schlessinger and Daniel Marino advised Frankfurt-based Fresenius Medical Care on purchasing a majority stake in Sound Inpatient Physicians, based in Tacoma, Washington, for $600 million.
The firm’s capital markets/structured finance and securitisation, practice is led by Erik Klingenberg and Stephen Kudenholdt. Dentons’ clients include Bank of America, Wells Fargo Bank, and JPMorgan Securities. Within this practice, the firm is active in the mortgage and real estate finance sector. Klingenberg, John Kim, and Mansi Desai advised Wells Fargo, Credit Suisse, Citigroup and Deutsche Bank acting as security agents and underwriters in relation to an RMBS for $229.5 million. The firm characterises this transaction as the “first securitization of a pool of single family residential rental mortgage loans in a sector expected to grow significantly.” About a year earlier, the same partners along with John Kim and Richard Stempler advised JPMorgan acting as loan seller and JPMorgan and Credit Suisse as placement agents with two of the earliest large loan single family rental securitizations for $1.1 billion.
Dentons boasts 13 partners in its restructuring and insolvency practice, which is chaired by D Farrington Yates and Robert Richards. Clients in this area include debtors, creditors and those buying assets from distressed companies. The firm’s work spans many sectors including energy, hotels, technology and automotive, among others. Partners Carole Neville, Sam Alberts, Claude Montgomery and Dan Barnowski represented Official Committee of Retirees for the City of Detroit in what the Wall Street Journal called the “largest municipal bankruptcy case ever.” Thanks to the plan of adjustment in the Detroit restructuring, Judge Steven Rhodes allowed Detroit to cut more than $7 billion in unsecured liabilities along with reinvesting $1.4 billion. The firm continued its work in significant restructuring and insolvency transactions when Claude Montgomery and Lee Whidden advised Energia Overseas, a Russian reorganisation sponsor and Chapter 11 DIP funder for commercial satellite launch services provider Sea Launch. This transaction allowed Sea Launch to get rid of more than $2 billion in debt. Switzerland’s Berne Corporate Registry, the United States Committee on Foreign Investment, and Luxembourg tax authorities all approved this transaction.
Not surprisingly for a law firm with roughly 4,200 lawyers in dozens of countries, the range of structures and products put to use by DLA Piper in lending transactions is undeniably impressive. Much of the law firm’s banking and finance work is on the lender side, but the beneficiaries of this work comprise a broad swath of companies in myriad industries and sectors seeking access to venture capital. The financing needs of these clients range from term loans to revolving credit facilities extending over many years. DLA Piper’s banking practice has racked up a solid transactional record in spite of the departure of partner Gianluca Bacchiocchi for Clifford Chance in January 2015.
In October 2014, New York-based partner Jamie Knox and Chicago-based partner Steven Napolitano advised Wind Point Partners in a refinancing of the debt of portfolio company Vertellus Specialities. This entailed Vertellus entering into a $455 million term loan facility Jefferies Finance and an amendment and restatement of its $100 million ABL facility with PNC Bank, National Association. The refinancing helped up Vertellus in position to make further inroads into the vitamins markets in China. Vertellus has operated a majority-owned joint venture in the city of Nantong since 2001.
In August 2014, Chicago-based partners Brian Doyle and David Bamlango represented the administrative agent in a $150 million multi-currency secured credit facility for AT Kearney Holdings.
In a series of engagements in 2014 and 2015, partner Matt Schwartz provided counsel to Silicon Valley Bank in financings for numerous clients active in the technology sectors, including Advanced Cell Diagnostics, ConforMIS, Hootsuite Media, Kurtosys Systems, Ulthera, and Verve Wireless. The partners’ work involved considerable versatility, putting in place a wide range of financings, from term loans to revolving lines of credit, depending on the needs of a given client.
In June 2014, New York-based partner David Luce represented Guy Carpenter Securities as structurer and bookrunner of a $400 million notes offering by Bermuda-exempted company Alamo Re. The issuance made use of a new catastrophe bond shelf program, the first such program utilised by the Texas Windstorm Insurance Association.
Sectors where Fried Frank Harris Shriver & Jacobson is highly visible include healthcare, real estate, aerospace and defense, and technology. The firm advises acquisitive hedge funds, investment banks, prominent corporations and private equity firms. Specific clients include Costco Wholesale Corporation, B/E Aerospace, and Media General. In one example Abigail Bomba advised Merck with selling its consumer care practice to Bayer for $14.2 billion. Fried Frank continued its trend of advising on high-value transactions when Robert Schwenkel and David Shaw represented Brookfield Property Partners and its institutional partners with acquiring Capital Automotive for $4.28 billion. In another acquisition, Bomba and Phil Richter advised Media General with respect to acquiring LIN Media for $1.6 billion in what will create the US’s second largest pure play TV broadcasting company.
In one notable banking transaction, Viktor Okasmaa advised Merck & Co with refinancing its $4 billion, five-year revolving credit facility with a $6 billion one. The firm gained the capacity for more deals with the hiring of finance partner Stewart Kagan, though it lost partner Gus Atiyah to Shearman & Sterling in February 2014.
Morgan Stanley, JPMorgan, and Aerie Pharmaceuticals are all among Fried Frank’s capital markets clients. The firm recently advised on several notable IPOs. In February 2015, Daniel Bursky and Andrew Barkan represented JPMorgan and Morgan Stanley acting as underwriters for Shake Shack’s IPO for $120.75 million. Additionally, Stuart Gelfond and Joshua Wechsler advised Extended Stay America and its subsidiary ESH Hospitality with its $565 million IPO in November 2013. The IPO was in common stock, and ESH Hospitality qualifies as a REIT. The combination of these factors made for an innovative transaction, as according to the firm, a public company hasn’t used the structure which combined a REIT and common shares for more than 10 years. The firm completed a secondary public offering in August 2014.
Fried Frank has a specialised team of lawyers dedicated specifically to hedge funds, with a roster of clients including BlackRock, Morgan Stanley, Goldman Sachs and JPMorgan, among others. Lawrence Barshay is based in New York and acts as the group’s leader. In one transaction, Barshay, Richard Ansbacher, and David Selden advised fund TCW Direct Lending which issues loans to mid-market US companies. This fund has a notable hybrid structure, given that it is registered as a public fund while still containing certain private fund elements. The firm is representing this client in a private fund and on financing. Fried Frank also has a notable private equity fund practice. Funds it represents involve real estate, buyouts, credit, and energy. Partner Andrew Varney advises Goldman Sachs Private Equity Group on a regular basis. In one transaction, the firm advised Goldman Sachs with JW Childs Equity Partners III’s recapitalisation. Goldman Sachs funds acted as investors in this transaction.
The firm also has a robust financial services regulatory practice, advising Capital One, Santander Bank, JPMorgan Chase and other prominent banking and financial institutional clients.
Gardere Wynne Sewell, a transactional law firm working on resources sector deals from bases of operations in Dallas, Houston, Austin, and Mexico City, has won plaudits from clients in recent months. The firm did an “excellent job”, according to one client, who feels that Gardere is “responsive [and of] good quality.”
Another client offers particular praise for M&A attorney Chris Converse. “Chris is an excellent partner. He can speak at a high level, but yet quickly get into the details on M&A transactions. I've worked with him for about three years and am impressed,” the client says.
Over the past year, the firm recruited M&A partners Arcie Jordan and Alfredo Ramos. Michael Haynes also joined the firm’s financial restructuring and reorganisation practice as a partner.
In one recent transaction, Douglas Eyberg advised energy company BP America Production Company with creating a joint venture with energy companies Chevron Corporation and ConocoPhillips Company. The firm continued its work in the energy sector when Timothy Spear advised the same client with selling its oil and gas assets for $390 million. In another transaction, Larry Glasgow advised Lone Star Transportation in merging with open-desk/ specialty transportation companies Daseke Inc.
“We have been pleased with the representation of the first with respect to the 2013 sale of a significant division and issues which have surfaced post-closing with an obstinate buyer. The M&A team was effective in its explanation of the sale and documentation issues to our owners who had never experienced this type of transaction. They also fully understood the specific issues of concern raised by the owners and effectively negotiated provisions in the purchase agreement which satisfied these concerns,” a client says.
Gardere often advises private equity firms on important matters including acquisitions, financings and refinancings, as well as arrangements with other equity owners. Gardere works in numerous sectors including energy, financial services, health care, real estate and hospitality. In One example Converse advised Bowie Fund with selling its membership interests in LWO Acquisition Companyto Circuitronics EMS Holdings. In another transaction David Segrest advised the country’s biggest cotton corporative Plains Cotton Cooperative Association with selling its denim manufacturing operations in Texas and the Guatemala to New York private equity fund Monomoy Capital Partners and to investment company Kingsmoor.
The firm also has a strong insurance regulatory practice. Many of the firm’s transactions in this practice area involve Texas, although it handles matters across all states. “The team that we use at Gardere is always responsive to our needs and provides practical, actionable advice. They are highly skilled in representing our company before the Texas Insurance Department and the Texas Legislature,” a client says.
Gibson Dunn & Crutcher has added bench strength with high-level hires in recent months. It brought aboard private equity and M&A partners Matthew Hurlock and Richard Birns along with corporate transaction partner and co-chair of life sciences Ryan Murr within the past year alone, and in March 2015, the firm welcomed Y Shukie Grossman, formerly the co-head of Weil’s investment management practice, as a partner and co-chair of the analogous practice at Gibson Dunn.
The firm focuses its banking and finance practice to a considerable extent on the markets of New York and California. Gibson Dunn is particularly strong on the borrowers’ side of transactions, though the firm has also strengthened its lenders’ practice. Joerg Esdorn, Darius Mehraban, Joerg Esdorn, and Andrew Cheng advised Lone Star Funds, a private equity fund which is headquartered in Dallas, on acquiring DFC Global, a consumer loan company. This transaction, which closed in the second quarter of 2014, included an asset-based credit facility for $125 as well as an $800 million high-yield offering of senior secured notes.
In another deal, Linda Curtis advised engineering and construction services provider Aecom Technology with acquiring engineering and construction services provider URS for $4 billion in October 2014. The deal also involved the assumption of $2 billion debt. The new company will span 150 countries and have 95,000 employees, making it one of the most significant global engineering and construction firms. This deal represents a smaller company purchasing a larger company as Aecom was smaller than URS.
Andrew Fabens, Stewart McDowell, and Peter Wardle act as co-chairs for the firm’s capital market practice, which has over 80 lawyers nationally. The firm advises both issuers and underwriters in debt and equity transactions. McDowell advised technology company Xilinx with issuing $1 billion of senior notes so the client can pay the conversion price for its convertible debentures. In another transaction, Fabens advised Capital One Bank with issuing $2 billion in bonds. The issuance involved three tranches: three-year notes worth $750 million, five-year bonds worth $1 billion, and three-year floating-rate securities worth $250 million.
Gibson Dunn has a highly sophisticated hedge fund practice which is led by partner William Thomas. The firm has a broad funds practice, advising include multi-strategy funds, equity funds, debt funds, and funds of hedge funds. The firm advises Bridgewater Associates, which it secured as its client in 2014. With over $122 billion in assets, the firm characterises the fund as the largest hedge fund in the world. Other clients include Cartica Capital, Investcorp, and NML Capital.
Around 250 lawyers serve the firm’s national corporate and M&A practice. In February 2015, the firm advised beer company Heineken on selling Mexican packaging business Empaque to Crown Holdings for $1.225 billion. This transaction makes Crown North America’s second largest beverage can producer. In another transaction, Beau Stark and Dennis Friedman advised Dresser-Rand which supplies engineering equipment to oil and gas companies in its acquisition by Siemens for $7.6 billion. In yet another transformative acquisition, Michael Flynn represented TRI Pointe Homes in buying Weyerxhaeuser Real Estate Company for $2.7 billion. As a result of this transaction, the firm characterises the client as one of the top ten homebuilders in the nation.
Hunton & Williams has a strong project financing practice. Partner Jeffrey Schroeder heads up the Energy and Infrastructure team. The firm gained bench strength by recruiting Stuart Hills and Andrew Thomas from Fasken Martineau in January 2015 and October 2014 respectively.
The firm plays a crucial role as advisor on the financing of several significant energy and infrastructure projects, putting to work a global project finance and development team with over 100 lawyers. In one transaction, Raj Pande advised Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI) and a group of banks on the financing of Train 1 of a natural gas liquefaction and export facilities project for $4.4 billion. In another transaction, the firm led by Eric Pogue advised a client on investing $225 million in two residential solar systems. Elsewhere Mike Madden advised ArcLight Capital Partners with acquiring an interest in a New Jersey 512MW gas generating facility.
More than any other law firm, Jones Day deserves credit for negotiating a plan of adjustment allowing the city of Detroit to emerge from the largest municipal bankruptcy in US history in December 2014. Not only did the city get to keep the priceless artworks housed at the Detroit Institute of Arts, but all the bondholders agreed to a reduction in their final recovery, a remarkable outcome given the $18 billion they stood to recoup and the variety of secured and unsecured creditors. The “Grand Bargain” preserving Detroit’s art collection, and the plan of adjustment of which it is part, are largely the achievement of Jones Day restructuring partner David Heiman. This partner was at the center of wide-ranging efforts on behalf of the insolvent city, from the crafting of the plan of adjustment to negotiations with shareholders. Although numerous law firms played roles on both the creditor and debtor sides, only Jones Day grappled with so many responsibilities in so many areas.
Following this victory, Jones Day appointed Detroit’s former emergency manager, Kevin Orr, to a leadership role in Washington in April 2015, welcoming the onetime Jones Day lawyer back as a partner in its restructuring practice and as partner-in-charge of its Washington office.
Heiman has found time for other important matters recently. He worked alongside colleague Gregory Gordon in the representation of RadioShack Corporation in an effort in Delaware bankruptcy court to continue operating with some 7,500 employees. Some $1.2 billion of debt was at issue in the Chapter 11 bankruptcy. In March 2015, the court said yes to a sale of RadioShack assets to an affiliate of a private equity shop, Standard General.
Given the expertise on display in Jones Day’s recent restructurings, it is no surprise that feedback from clients has been strong. A client reports, “The work has been excellent, particularly in restructurings. My sense is they are pretty prominent in that area, and a bit more hands-on than the New York firms. This firm is not cheap but a lot cheaper than the others.”
Even as the Detroit saga ground on, Jones Day has put lawyers to work in numerous other transactional areas and has made a particularly strong showing in project finance. Many of Jones Day’s most innovative project financings have made use of structures and products allowing the firm’s clients to take full advantage of renewable technologies.
In December 2014, Jeffrey Schlegel advised Marathon Petroleum Corporation in the launch of a joint venture with Enbridge Energy Partners, for the purpose of building a $2.6 billion crude oil pipeline running over 560 miles from North Dakota’s Bakken Shale region to Wisconsin. Under the deal’s terms, Marathon will cover 37.5% of the building costs and take on a role as the anchor shipper. When the pipeline becomes operational, in the first quarter of 2016, Marathon will possess a roughly 27% interest in the pipeline network, with an ongoing option of raising its investment as more projects spring into being. Finally, Marathon gains an ownership interest in Enbridge’s existing North Dakota crude oil pipelines running over 970 miles in the Upper Midwest.
A recent deal united M&A with project finance expertise. In August 2014, Gerald Farano advised NRG Yield in the $2.5 billion acquisition of Alta Wind Facility in Tehachapi, California, for $870 million along with the assumption of non-resource project financings worth $1.6 billion. The facility’s assets included 947MW of wind capacity and a portfolio of land leases.
The Alta Wind deal came on the heels of Brien Wassner’s role on behalf of infrastructure development company Black Rhino Group in a partnership with Blackstone in July 2014. The idea was to scope out, finance, develop, and build large energy infrastructure projects in Sub-Saharan Africa. Terms of the partnership are undisclosed.
In yet another resources sector deal, Richard Puttre advised Solarpack Corporación Tecnólogica on the development and financing of a 19MW photovoltaic solar plant in Moquegua, Peru, the third such plant financed with the help of Jones Day. Funding came from the Overseas Private Investment Corporation.
Kasowitz has one of the most specialised creditor-side restructuring practices of any law firm, operating under partners David Friedman and David Rosner. While not as large or as well known internationally as the practices at such firms as Weil Gotshal & Manges, Kirkland & Ellis, or Skadden Arps Slate Meagher & Flom, Kasowitz’s practice has gotten roles in some of the most intricate restructurings in recent US history, including files where Kasowitz took over from one of the acknowledged market leaders and steered the matter to a plan of arrangement favorable to its creditor client.
In one recent matter, Kasowitz’s restructuring lawyers replaced a team from no less a firm than Weil Gotshal & Manges. The Kasowitz team stepped in as counsel to Harbinger Capital Partners, an investment fund owning and controlling an insolvent entity, LightSquared. The latter company had been essential to Harbinger’s development of a multi-billion dollar wireless services network. Under a plan of arrangement codified in March 2015, the Kasowitz attorneys ensured that their client would retain a considerable stake, slightly less than 50%, in the reorganized debtors. The firm characterises this outcome as a victory for Harbinger in view of the perceived likelihood, before Kasowitz took over as Harbinger’s counsel, that Harbinger could end up with no share at all.
In another high-profile matter, partner David Rosner took the lead in the representation of the ad hoc group of noteholders of Energy Future Holdings Corporation in what purports to be the biggest Chapter 11 case ever filed in Delaware. Kasowitz’s clients held parent-level bonds not subject to a deal with the debtors. Rosner and his colleagues achieved a major victory for the client, with a two-day trial leading to the blocking of a proposed $2 billion DIP loan. This outcome averted a valuation of the insolvent company far less favourable to the noteholders than the one ultimately achieved through a bidding process. Kasowitz’s clients came away with assurances of at least a par recovery and bonds trading over 100, in marked contrast to the minimal recovery foreseen early in the proceedings.
Another Kasowitz partner, Adam Schiff, stepped up to the plate for Vectra Bank Colorado, a secured lender, and successfully negotiated with debtors and first-lien lenders. Schiff’s efforts led to a prepackaged bankruptcy plan, effective as of June 2014, satisfying Vectra’s claims and helping the debtors emerge from bankruptcy.
Kaye Scholer is a versatile transactional law firm, of modest size compared to some competitors (under 500 lawyers), but with ample talent and expertise. The firm’s attorneys have demonstrated a flair for lending transactions in recent months, whether acting on the borrower’s side or the lender’s side. Kaye Scholer’s familiarity with financial institutions and the criteria such clients bring to the table informs the work of its restructuring practice, which has performed impressively under the guidance of partner Mark Liscio.
A client who has worked with Liscio comments, “Mark is certainly a leader. We hire the firm for stressed and distressed situations and bankruptcy-related engagements. Mark is a fabulous lawyer, very creative, very thoughtful, and just part of a great team.”
Recent lending work has had some highly unusual features. In March 2015, partner Gary Bernstein oversaw a team of finance and tax attorneys advising Bank of America Merrill Lynch in a $2.5 billion senior secured asset-based loan facility for United Rentals and subsidiaries in the US and Canada. The credit agreement desired by United Rentals was of unusual complexity because it had to provide a level of flexibility comparable to unrestrictive note indenture covenants. To satisfy the client’s expectations, Kaye Scholer’s lawyers had to engineer what was, for an asset-based lending facility, something of a novel structure.
The firm’s facility with sophisticated lending structures and products is evident in borrower-side work in the project finance realm. In July 2014, counsel Irv Hepner and special counsel Sydney Unger advised BayWa r.e. Wind in the purchase and development of a two-phase, 20MW wind farm in New Mexico. The attorneys guided the client through a range of matters including FERC issues, power purchase agreements, and the tax implications of the purchase and construction at the site. Kaye Scholer’s lawyers went on to advise the client in the sale of tax equity interests, and then all remaining equity interests, in the project company.
Much of the firm’s recent work on the M&A side has a distinct private equity component. In August 2014, Joel Greenberg and Thomas Yadlon represented Onex Corporation, with which Kaye Scholer has a longstanding relationship, in its $1.5 billion sale of The Warranty Group to TPG. Greenberg kept busy in February 2015, along with partner Derek Stoldt, as counsel to Skilled Healthcare Group in its combination with Pennsylvania-based Genesis HealthCare, resulting in a long-term care provider with $6.2 billion in pro forma total assets and more than 500 facilities in 34 states. Onex Corporation, mentioned above, and affiliates came away with ownership of 82.1% of voting power in connection with the outstanding common stock of Skilled Healthcare.
In another deal with a marked private equity cast, Greenberg advised ValleyCrest Companies and its parent, MSD Capital, on ValleyCrest’s merger with The Brickman Group for an undisclosed amount.
In July 2014, Mark Liscio represented Barclays and KeyBank National Association as administrative agents in a $630 million credit agreement of Preferred Proppants and the restructuring of earlier first and second lien loans worth $565 million. In another high-profile restructuring file, Liscio’s New York-based colleagues Stephen Castro and Scott Talmadge advised Cantor Fitzgerald Securities as administrative agent in the restructuring of $585 million of RadioShack Corporation’s debt. The Kaye Scholer lawyers worked closely with Cantor to address highly complex issues including credit bidding within an intercreditor structure in the broader context of loan repayment applications. The file was ongoing as of presstime.
King & Spalding is an international law firm with a strong banking practice and an impressive track record for the last 18 months as counsel in lending and restructuring transactions. Lawyers at rival firms view King & Spalding as a worthy competitor. The firm’s banking and finance division has benefited from high-level hiring in recent months. Additions include partner Ye Cecilia Hong, who previously practiced law at Kirkland & Ellis, partner Ellen Snare, also formerly with Kirkland, and counsel Michael Urschel from Paul Weiss Rifkind Wharton & Garrison.
Feedback from clients has been strong. One client states, “There is definitely a hesitation, on our part, to work with any other law firm. We trust them fully. They certainly have a lot of strength and depth.”
Another client reports, “Sarah Borders on the restructuring side is our go-to lawyer these days. She is excellent, widely trusted, and regularly wins in pitching.”
The firm has stood out as lender-side counsel over the past 18 months. In June 2014, partner Chip Conrad advised JPMorgan Chase, as administrative agent, in a $3 billion revolving credit facility for Transocean. Also in June 2014, Robert Finley represented GE Capital Corporation as administrative agent in $675 million senior credit facilities for American Securities’ purchase of Grede Holdings. Finley also advised GE Capital as administrative agent, along with Area Capital Corporation as revolver agent, in a $265 million unitranche credit facility to finance Premium Packaging’s acquisition of Genstar. The financing had an unusual structure, with GE’s revolving loans taking precedence over Ares’s term loans within an overall unitranche format.
In further lender-side work, with a marked restructuring component, partner Jesse Austin has advised Wells Fargo in out-of-court restructurings with values of $150 million and $215 million, respectively. In May 2014, Austin took the lead as counsel to Sun Trust Bank, which was acting as agent in a $270 million out-of-court restructuring for a trucking company, USX Express.
In another insolvency-related file that had not yet closed as of press time, partner Mark Wege has advised alternative energy company KIOR in an out-of-court restructuring of more than $100 million of debt.
Kirkland & Ellis is on the move. The Chicago-based global law firm, whose banking and M&A practices have moved up in IFLR1000’s rankings in recent years, continues to make gains this year, thanks to its partners’ innovation and refusal to rest on their laurels in lending and the capital markets. Kirkland retains its primacy in such traditionally strong areas as M&A, private equity, and restructuring. In November 2014, the firm gained a promising corporate partner, Ryan Harris, from competitor McDermott Will & Emery in Chicago, expanding the firm’s reach in the realm of private equity M&A.
Kirkland’s recent transactional record offers a reminder that while global lender-side banking practices tend to dominate many league tables, they hardly have a monopoly on innovation. The firm’s sponsor- and borrower-focused bank lending practice displays a flair one might associate with some of the firms entrenched on the lender side. The firm’s lawyers unite lending with restructuring expertise, as evidenced in the Energy Future Holdings re-financings, and they grasp how financing arrangements such as credit facilities pave the way for transformative mergers, as in 2015’s Burger King-Tim Hortons matter. (Both deals are described below.)
Although Kirkland’s restructuring practice retains its first-tier status – with an outstanding record in high-profile restructuring of companies like Caesars and Boart Longyear, detailed below – the departure of talent from the practice cannot go unmentioned. Esteemed partner Richard Cieri retired in February 2015, and partner Ray Schrock left the firm for an opportunity at Weil Gotshal & Manges in September 2014. Kirkland clearly has a gap to fill if its restructuring practice is to perform at its historically strong level.
A client delivers the following assessment: “I’d say the entire firm is geared to a timeframe and a mindset that’s a very good fit for the nature of our business. They are used to fast-paced middle-market transactions. Other top-quality law firms might have great pedigree, but they are slower. We need a significant amount of work done in short period: focused, efficient, and hardworking. Others try to replicate it, but Kirkland does better overall.”
According to a second client, “Right now, we are out raising a new fund and we had several firms to choose from on creating documentation for new fund. We had been happy with Kirkland work done on predecessor fund. That decision, the decision to pick Kirkland, speaks for itself.”
A third client states, “We think they’re terrific, we are very supportive of Kirkland. The only way in which they could be improved would be by having better integration internationally. That is one thing we would really like.”
In June 2014, Chicago-based partner Linda Myers represented Energy Future Holdings in a pair of DIP financings with a nearly $10 billion total value. EHF has been in the midst of a Chapter 11 case with over $49 billion in liabilities, compared to assets of $36 billion. One of the financing facilities Myers helped the client obtain took the form of an exchange offer whereby first-lien note holders could resolve claims against the debtors concerning the amount of debt involved.
Kirkland also took the lead in financing arrangements for one of North America’s largest recent cross-border mergers. New York-based partner Jay Ptashek has advised Burger King Worldwide in the proposed $9.5 billion purchase of Canadian chain Tim Hortons, an acquisition involving $9.5 billion of senior secured credit facilities, with law firm Cahill Gordon & Reindel acting as advisor to the underwriters.
Another recent Kirkland deal illustrates the porous border – in a good sense – between acquisition finance and the debt capital markets. In January 2015, New York-based partner Joshua Korff advised HJ Heinz Company in a high-yield offering of $2 billion 4.85% second lien senior secured notes due 2025, for the purpose of financing Heinz’s merger with Kraft Food Group. The deal is expected to result in The Kraft Heinz Company, a nearly unrivalled global food and beverage leader.
On the equity side, New York-based partner Christian Nagler took the lead in the representation of Exelon Corporation in two follow-on offerings of common stock, as well as a follow-on equity unit offering, with a total $6 billion value in June 2014. Joshua Korff, the partner involved in the Heinz high-yield transaction above, demonstrated equal fluency with equity offerings in his representation of Occidental Petroleum Corporation in a $1.73 billion secondary public offering of Class A Shares in November 2014.
Kirkland’s prowess as a private equity buyout shop comes across yet again in a spate of recent deals. In May 2014, New York-based partners William Sorabella and Christopher Torrente advised The Carlyle Group in its $3.2 billion acquisition of the Industrial Packaging Group of Illinois Tool Works. In May and June 2014, Los Angeles-based partner Tana Ryan, San Francisco-based partner Mikaal Shoaib, and Chicago-based partners John Caruso and Joshua Hanna advised Golden Gate Capital on the $2.1 billion acquisition of Red Lobster, the $1.5 billion sale of roughly 500 Red Lobster restaurants, and the $1.4 billion sale of Zale Corporation.
James Sprayregen has overseen the representation of casino operator Caesers Entertainment Operating Company in its Chapter 11 restructuring, involving no fewer than 173 debtor entities with many conflicting claims. At stake is $18 billion of debt. Sprayregen has also been active as counsel to Centerbridge Partners in the recapitalisation of mining services provider Boart Longyear. His role has entailed helping the client refinance about $225 million of debt and equity investments of roughly $100 million. The firm characterises this restructuring as a success that left Boart with more liquidity and gave Centerbridge as 63% stake in Boart.
Kleinberg Kaplan Wolff & Cohen (KKWC), a small Manhattan law firm with a focus on hedge funds, has developed a reputation for almost unrivalled technical expertise and market sensibility. KKWC is well known in offshore markets such as the Cayman Islands, where law firms collaborate with onshore firms helping clients launch funds. For example, in April 2015, lawyers from Maples and Calder in the Cayman Islands worked with KKWC partner Martin Sklar in a fund launch for Lion Point Capital.
KKWC has built up its bench by bringing people in laterally from large global law firms. In May 2015, KKWC expanded its cross-border deal-making capability by luring Richard Guidice from K&L Gates. Guidice advises clients on the structuring and formation of US-domiciled and offshore hedge funds, real estate funds, private equity funds, and funds-of-funds.
Much of KKWC’s non-litigation work in the funds space is subject to confidentiality requirements, but it is possible to divulge a few recent highlights of the firm’s M&A activities. In April 2015, Christopher Davis, Jason Soncini, Tej Prakash, James McCann, Neil Dubnoff, and Claudio DeVellis represented Logic Technology Development, a prominent e-cigarette company, in its purchase by Japan Tobacco for an undisclosed amount. The deal received ample coverage for its significant broadening of Japan Tobacco’s beachhead in stateside markets.
In March 2015, Christopher Davis represented the D3 Family of Funds in the sale of interests in Pediatric Services Holding Corporation to a confidential buyer, for an undisclosed amount. The deal came on the heels of Euchung Ung’s work in February 2015 as counsel to a state pension fund in the $75 million acquisition of a tenant’s interest in a shopping mall in an Illinois suburb. During the same month, Ross Yustein represented a joint venture partner in the formation of a limited partnership for purposes of acquiring an office building tower in Chicago.
The New York office of Linklaters is more than just an outpost of a highly profitable ‘magic circle’ firm focused on the UK and Europe. On the contrary, Linkaters’ banking, capital markets, M&A, and restructuring lawyers in Manhattan have developed strong practices with distinct orientations, and the lawyers drive deals rather than having local aspects of deals handed to them. The stateside practices share the international orientation of other offices of the firm, and the lawyers’ expertise has proved particularly useful for clients concerned about how new regulatory regimes originating in Europe, such as Basel III, affect their international operations. Banco do Brasil’s $2.5 billion notes issuance through a Cayman subsidiary, detailed below, provides an illustration of the kind of work in which Linklaters specialises.
The firm’s banking and finance practice has responded to the funding needs of clients by undertaking deals once thought inconceivable. For example, in September 2014, Sabrena Silver acted as counsel to Noble Americas, the stateside subsidiary of Noble Group, as initial lender in a $1 billion term loan for Empresa Publica de Hidrocarburos del Ecuador, EP PetroEcuador. The Republic of Ecuador guarantees the loan in return for PetroEcuador’s purchase of diesel, naphtha, and other petroleum product derivatives from Noble. The law firm characterises this transaction as a rare type of loan insofar as the Republic of Ecuador is the guarantor and the country’s president, Rafael Correa, has never before made such a loan in return for a derivatives purchase.
On the capital markets side, partner Jeffrey Cohen represented Spanish engineering and clean technology firm Abengoa in the formation and $828 million Nasdaq IPO of a yieldco in June 2014, involving assets in Spain, Mexico, Chile, Peru, Uruguay, and the US. The firm characterises this as the first US yieldco IPO of a non-US issuer, as well as the largest yieldco IPO so far. Riding on the strength of this capital markets work, Linklaters did more work for Abengoa in November 2014, advising the client on a $225 million high-yield notes offering, which broke further ground as the first ever yieldco high-yield offering. In March 2015, Linklaters represented the client in Abengoa’s $279 million offering of notes exchangeable for Abengoa yield shares.
In June 2014, Matthew Poulter and Conrado Tenaglia advised Banco do Brasil on the issuance, through its Cayman Islands branch, of $2.5 billion of junior subordinated securities. This marked the first offering by a Brazilian bank featuring a write-down of principal in accordance with Basel III rules.
Linklaters’ M&A practice shares the same cross-border orientation as the firm’s banking and capital markets practices. In recent highlights, Peter Cohen-Millstein has advised pharmaceutical leader Novartis on a series of deals with GlaxoSmithKline through March 2015, including the $14.5 billion acquisition of GSK’s oncology portfolio. Terms of the latter deal included a further $1.5 billion payment depending on a certain development milestone. Linklaters has also been Novartis’s counsel in the sale of its vaccines units to GSK for $7.1 billion plus royalties. Finally, Linklaters has guided Novartis in the combination of its OTC business with GSK’s consumer healthcare division, resulting in a multi-billion dollar consumer healthcare business.
In August 2014, Scott Sonnenblick represented French geoscience firm CGG on the sale of its North American land seismic contract acquisition unit to Houston-based Geokinetics for $60 million. Under the deal’s terms, CGG agreed to exchange its land contract activities in North America for a minority equity stake in the buyer.
Sonnenblick followed up the CGG deal with a strategic private equity transaction, advising Dealogic on a $700 million acquisition of funds managed by Carlyle in exchange for cash and rollover equity. The deal utilised a scheme of arrangement, giving shareholders an option to choose a partial equity alternative. Oversubscription would entail a scaling back of the equity option.
Recent engagements on the restructuring side demonstrate a familiarity with, and an ability to move restructurings forward under, multiple legal regimes. For example, Bruce Bell, Aaron Javian, and Robert Trust have guided insurance intermediary client Towergate Financial in a petition for English schemes of arrangement, which the client desired as foreign main proceedings in its Chapter 15 restructuring. Towergate had more than $1.5 billion in debt to restructure. This entailed a write-down of debt governed under New York law in return for new equity and new debt. Without Chapter 15 status, it is conceivable that the client could have faced litigation from US-based creditors and a lack of enforcement of non-consensual third-party releases in the schemes of arrangement.
Rebecca Jarvis, Paul Hessler, and Robert Trust have advised KPMG as special liquidator for Irish Bank Resolution on the US legal aspects of the liquidation. The Linklaters lawyers’ work entailed a Chapter 15 filing in Delaware as well as advising the client on the sale of its portfolio of loans with US components for an undisclosed amount.
Though Lowenstein Sandler’s lawyers are active in many transactional areas, including mergers and acquisitions, fund formation, and venture capital, the firm’s restructuring team has been the standout performer over the past year, with a leading role in some of the highest-profile Chapter 11 proceedings and business reorganisations. Its lawyers have consistently shown an ability to devise solutions for unusual and nettlesome situations arising in insolvencies.
In one high-profile active matter, partner Kenneth Rosen has advised the creditors’ committee in the Chapter 11 proceedings of Exide, whose lead recycling facility in Vernon, California, was allegedly the source contamination leading to billions of dollars in personal and property damages. The debtor had listed roughly $1.7 billion in assets and approximately $1 billion in liabilities in its original bankruptcy petition, filed in June 2013. Exide is proceeding under a plan of reorganisation resulting from a compromise settling nearly two years of litigation and negotiations among stakeholders. In order to reach a plan amenable to the shareholders, Lowenstein’s attorneys had to sort out and help get people with many different interests to agree at least partially on the assumption of the debtor’s pension plan, a waiver of certain senior noteholders’ subordination rights to allow subordinate noteholders to get a recovery even in the absence of full recovery for the more senior ones, a waiver of protection claims and liens by senior secured noteholders, and various unsecured claims concerning billions of dollars in damages from the recycling facility.
In another matter that had not closed as of presstime, partners Bruce Buechler and Bruce Nathan are advising the official committee of unsecured creditors of insolvent bookstore chain Borders Group. Lowenstein’s lawyers worked to confirm a plan of liquidation for the chain’s assets, and then took on a role as advisors to the liquidating trustee. The attorneys pursued settlement negotiations leading to the recovery of millions of dollars for unsecured creditors. The final distribution to the latter is in excess of 15%, considerably higher than the 4% to 10% anticipated in the disclosure statement. A unique feature of this bankruptcy, and one that may well set a precedent adopted in future cases, has to do with arrangements made for the holders of gift cards issued by the insolvent corporation.
Like dozens of other law firms, Lowenstein has played a role in the Chapter 9 proceedings of the City of Detroit. Lowenstein’s role has been of crucial significance as counsel to the American Federation of State, County and Municipal Employees (AFSCME), which sought to protect and uphold the value of pensions of approximately 9,000 workers and 23,000 retirees. Needless to say, AFSCME did not agree with the bankruptcy court’s ruling in December 2013 that public employee pensions did not enjoy protection in a Chapter 9 proceeding. Lowenstein partner Sharon Levine and colleagues helped reach a settlement, enshrined in the city’s Chapter 9 Plan of Adjustment, providing for the funding of more than $800 million in order to limit pension cuts to just 4.5%. This stands as a significant victory for the workers and retirees, and one of the most impressive components of a plan paving the way for Detroit’s official emergence from bankruptcy on December 10, 2014.
Mayer Brown has steadily built up its global network to include 23 offices in the Americas, Europe, and Asia. To the extent that it is possible to generalise about such a sprawling firm, the banking sector is Mayer Brown’s sweet spot. Mayer Brown received mention in the press in October 2015 for its work on Wells Fargo’s $32 billion acquisition of GE Capital’s Commercial Distribution Finance and Vendor Finance divisions.
The firm unites transactional and financial regulatory expertise. Mayer Brown’s clients include banks undertaking cross-border deals that require regulatory approval at multiple levels to proceed. Its regulatory expertise is partly why Mayer Brown has emerged as counsel of choice for banks in need of guidance on myriad issues, from Dodd-Frank and Volcker Rule compliance to less publicised but still vital topics such as whether a bank is more viable operating under a federal license or a New York or California license.
Mayer Brown has done steady work for banks selling off their non-core assets in order to be in compliance with deposit and asset caps under the latest regulatory frameworks. Such deals often require extensive “reverse due diligence” to satisfy the seller that the buyer is a viable entity operating squarely within the law.
Mayer Brown’s regulatory advisory work carries over to the derivatives front, where the firm has a high profile as advisor to trade association ISDA as it grapples with a panoply of new regulatory issues under Dodd-Frank.
Mayer Brown has deep roots in Chicago and many of its most senior partners are based there. In September 2015, the firm announced the appointment of Chicago-based Zachary Barnett as head of its global fund finance practice. Barnett’s appointment is expected to help solidify the firm’s position as a dynamic player in the fund finance, and specifically the subscription credit facility, markets. His lender- and buyer-side work cuts across fund classes and financial products and tools. Another dynamic Chicago-based partner, Elizabeth Raymond, advises banks and corporations on capital markets and M&A transactions and brings deep regulatory expertise to her role.
A client of Mayer Brown offers a positive assessment: “All things being equal, we’re not their biggest client, yet they make us feel as though we are one of the biggest. If I e-mail them, they’ll reply this afternoon. From a large US firm, to us, that is practically unheard of.”
The first quarter of 2015 was a busy one for Mayer Brown’s M&A team. The firm put lawyers in numerous offices to work on deals that often involved an investment bank or private equity shop as buyer or seller. In February 2015, New York-based partner Jason Bazar advised Macquarie Group Limited in the sale of Macquarie Equipment Finance to Huntington Bancshares for an undisclosed amount. In another deal the same month, Washington-based partner Stephanie Monaco represented NorthStar Financial Services Group in its acquisition by a private equity shop, TA Associates Management, also for an undisclosed amount. In January 2015, a pair of Chicago-based partners, Jodi Simala and Frederick Thomas, represented Capital One in its acquisition for a confidential amount of a money management application developer, Level Money.
In November 2015, another Chicago-based attorney, Andrew Noreuil, represented Varde Partners in its acquisition for an undisclosed amount of Deephaven Mortgage, a purchaser of non-agency residential mortgage loans from mortgage originators. Noreuil further advised the client on obtaining debt facilities for the acquired business. In July 2014, partner Elizabeth Raymond in Chicago advised Car Outlet on its sale to Japan-based Marubeni Corporation for an undisclosed amount. The following December, Chicago-based partner Edward Best represented Assured Guaranty in its $810 million acquisition of insurance and reinsurance provider Radian Asset Assurance from Radian Group.
McDermott Will & Emery has moved faster than competitors to take advantage of recent developments enabling law firms to expand their international reach. In July 2015, the firm responded to the renewed diplomatic relations between the US and Cuba by announcing a collaboration with Madrid-based Olleros Abogados for the purpose of advising clients on Cuba-related legal matters. “The work provided has been excellent in every respect,” a client says.
The firm’s banking and finance practice is comprised of over 30 partners, and headed up by partners Michael Boykins and Gary Rosenbaum. McDermott advises both borrowers and lenders, and is particularly active in the healthcare sector, often advising on deals running from $50 million to $1 billion in value. Rosenbaum, Jean LeBlanc, Adam Spiegel, and Kristine Suh have advised US Bank on providing a $345 million revolving credit facility to Space Exploration Technologies. In June 2014, Suh and Rosenbaum advised Premier Health Care Alliance with obtaining a $750 million senior unsecured revolving credit facility from a syndicate of lenders.
The firm’s project finance practice has 12 partners and Blake Winburne heads up its energy practice. Winburne, Brad Gathright, and Joel Hugenberger have advised ArcLight Capital Partners, acting as the primary equity sponsor, in a $574 million financing of the CPV Woodbridge Energy Center in New Jersey. The same partners advised ArcLight on acquiring a Sempra Energy-affiliated natural gas-powered electric generational facility in Arizona.
Partners Stephanie McCann and Michael Sartor are recent additions to an M&A practice with a strong cross-border orientation, advising international and domestic clients on deals ranging from $100 million to $1 billion. Its work spans many industries including life sciences, manufacturing and chemicals, healthcare and real estate. David Goldman and Sartor in the US, along with Nicholas Azis in London, advised Olam International on acquiring Archer Daniels Midland Company’s global cocoa business. The combined business, Olam Cocoa, is one of the three largest cocoa producers in the world. The firm, led by Todd Finger, advised shareholders of Seragon Pharmaceuticals on selling Seragon Pharmaceuticals to Genentech for $1.7 billion. One client had high praise for M&A partner Thomas Sauermilch, saying, “Tom is a first-rate lawyer who adds great value to our team.”
“Although a bit expensive, quality is top grade and client responsiveness is excellent,” another client says about the firm’s work.
McDermott has a strong private equity practice. Its clients include private equity investors, venture capital investors, buyout funds, and family offices. The firm often advises private equity firm HIG Capital in a variety of transactions. It also advised of Moelis Capital Partners portfolio company NAPA Management Services with acquiring Fair Oaks Anesthesia Associates.
Restructuring and Insolvency is another area where the firm has played to its strengths. The firm often advises on restructurings in the healthcare sector and has also stepped up its role in restructurings in the energy sector. McDermott focuses on advancing tax-exempt restructuring plans for its clients.
In one example of its work, practice head Timothy Walsh advised ProNerve Holdings along with its eight subsidiaries on selling ProNerve to a lender for $35 million after ProNerve defaulted on interest payments of $40 million.
McGuireWoods has been consolidating its position as a mid-market transactional law firm with sophisticated banking and M&A practices. The firm is successful in one of the only areas that really count, and this is the ability develop long-term relationships with clients. These relationships may originate in the context of a planned IPO, and continue through transactions involving the IPO assets, or other kinds of deals entirely. McGuireWoods has a flair for M&A involving midstream assets in the energy sector, and one of its leading partners in this area is David Ronn, who has worked with clients on equity offerings and then gone back to do further deals for the same clients, riding high on the strength of the initial engagement.
The firm’s investment in its banking and finance practice is evident in its lateral hiring. McGuireWoods, which lured banking and finance partner Kay McNab from competitor Winston & Strawn in Chicago in September 2014, and brought aboard Penny Zacharias from Buchanan Ingersoll & Rooney in March 2015.
In May 2015, the firm made another high-level hire, bringing aboard Thomas Zahn as special counsel from Jones Day. Zahn advises private equity funds, and public and private companies, on M&A, joint ventures, divestitures, investments, recapitalisations, and corporate governance. He acted as counsel to RTI International Metals in its $1.5 billion acquisition by Alcoa, and advising ConAgra Foods in its $4 billion joint venture with Cargill and CHS.
A client gives the following feedback: “The one reason I like this firm is there is always partner oversight. I would say that we have never had a problem with the associates and senior associates. I don’t think we use the firm enough.”
According to a second client, “McGuireWoods is top-shelf. I see the firm as competitive price-wise and on the lower-end compared to a number of others.”
A third client reports, “Every other law firm is either overwhelmingly lax on the finer points of law, or they over-negotiate, worrying too much, becoming counterproductive and hurting our customer relationships. McGuireWoods is neither, thankfully. They fight for us.”
In July 2014, partner Kent Walker represented a confidential banking client in relation to the grant of $750 million of senior secured credit facilities to a health and fitness company whose identity is not public. The client retained the firm in a follow-up transaction, expanding the facility to $1.6 billion by means of a Term Loan B recapitalisation.
In May 2014, partner Eric Burk advised Wells Fargo in a $1.125 billion senior secured credit facility for OSI Restaurant Partners, a subsidiary of Bloomin’ Brands, an owner of Outback Steakhouse and other popular restaurant chains.
In December 2014, partner Fred Isaf advised Griffin-American Healthcare REIT II, in its $4 billion acquisition by NorthStar Realty Finance Corporation. During the same month, partner David Ronn represented Tesoro Logistics, an affiliate of petroleum refiner Tesoro Corporation, in its $2.5 billion purchase of QEP Resources’ natural gas pipeline and processing unit. The acquisition marked a decisive step in Tesoro’s penetration of the midstream crude oil and natural gas market in the western and upper Midwestern United States. Tesoro comes away from the deal as a full-service player in the market with an extensive network of strategically situated pipelines and processing plants.
In April 2015, partner Joanne Katsantonis represented Dominion Resources in its $492.9 million acquisition of Carolina Gas Transmission from SCANA Corporation. The deal was a decisive step forward by Dominion which has plans for the dramatic expansion of its supply network for natural gas in the mid-Atlantic and southeastern United States.
Milbank stands out as a law firm with impressive cross-border transactional capability. The firm plays a role other law firms can only envy, working on some of the highest-profile lending and restructuring transactions and helping clients, ranging from companies to provincial governments, break through to the global capital markets and access financing opportunities. Milbank is a choice destination for some of the legal industry’s top talent. The firm has made high-profile lateral hires in recent years, and it continues to reap the benefits of having lured corporate partner Eric Reimer from O’Melveny & Myers in 2014 and banking and finance partner Douglas Landy from Allen & Overy the year before. The firm’s derivatives practice made a smart move with the hiring of Catherine Leef Martin from Davis Polk & Wardwell in May 2014. Milbank’s structured finance and securitization practice works on deals for such clients as JPMorgan Chase, Prudential, Deutsche Bank, Citigroup, CIFC Asset Management, ICG, and KKR.
A client reports, “The partners at Milbank are really, really knowledgeable. The quality of what they do is top-notch. They have a high-quality associate mix that allows us to shift work down that curve a little bit and manage our costs.”
In February 2015, Carlos Albarracin and Jay Grushkin advised JPMorgan Chase, Banco Santander, BNP Paribas, Mizuho Bank, Bank of America, HSBC, and Banco Bilbao Vizcaya Argentaria in a $1.925 billion loan agreement for Colombian oil and gas firm Ecopetrol. During the following month, Marc Hanrahan represented Credit Suisse, UBS, and TD Bank as joint lead arrangers and joint bookrunners in senior secured credit facilities to facilitate the acquisition by The Carlyle Group and Warburg Pincus of Toronto-based credit rating agency DBRS.
In March 2015, Paul Denaro oversaw a team of lawyers advising Barclays, BofA Merrill Lynch, and Goldman Sachs as dealer managers in a $13.7 billion private exchange offer by Verizon Communications, which currently stands as the largest debt exchange offer to date. This deal, the second record-breaking debt transaction done by Milbank for the client in as many years, enabled Verizon to extend the maturity of existing debt. Also in March 2015, Denaro advised the government of Canada in a $3.5 billion SEC-registered debt offering, Canada’s largest to date. The transaction enables Canada’s government to diversify its foreign exchange reserves.
On the derivatives side, much of Milbank’s work is confidential. Its public work is often of an advisory nature, as in Douglas Landy’s drafting of a Volcker compliance manual for five foreign banks. The idea is to outline basic steps for Volcker compliance while giving banks the option of customizing their efforts as their individual profiles, operations, and assets may require. In a parallel effort, John Williams has been overseeing the development of a reference work of rules and procedures of 20 provisional swap execution facilities such as Bloomberg SEF, Tradeweb, and Market Access.
Matthew Barr has overseen the representation of satellite communication service provider LightSquared in its Chapter 11 proceedings, including negotiations with stakeholders, DIP financings, and mediation extending over seven months. Confirmation by a bankruptcy court of LightSquared’s plan of reorganisation in March 2015 brought relief after nearly three years since the Chapter 11 filing. The firm characterises this case, involving nearly $11.4 billion of assets, as unusual due to its highly contentious nature and its culmination in a plan of reorganization enjoy almost full consent of all parties involved.
Gregory Bray has taken the lead in the restructuring of Education Management, the first restructuring of a big profit education company in the US. Bray’s role has involved refinancing about $1.5 billion of debt into roughly $656,000 of secured first-lien debt, warrants, and convertible preferred stock. Regulations regarding student loans, a big source of revenue for the client, meant that Chapter 11 status was unavailable and the restructuring, which closed in January 2015, had to take place out of court.
In July 2014, Dennis Dunne, Samuel Khalil, and Albert Pisa represented the secured creditors of dry bulk shipping company Genco Shipping & Trading in a $1.2 billion secured credit facility. Under the terms worked out by Milbank’s lawyers, the client entered into a restructuring where its lenders received more than 80% of the common stock of a reorganised company along with the right to buy a further 7% of the equity in a rights offering.
It is an era of consolidation in the legal industry. Morgan Lewis & Bockius, already a well-established middle and upper-middle-market law firm, gained substantial new talent when a competitor imploded in November 2014. The firm strengthened various practice areas by absorbing Bingham McCutchen, a Boston law firm, adding more than 200 partners.
In its banking and finance practice, the firm advises lenders, borrowers, as well as debt investors, in debt transactions. The firm is particularly strong in the entertainment sector of Southern California and in retail and asset-based financing, and it gets deals with marquee names attached. Partner Matthew Furlong advised Bank of America, acting as an administrative agent for a syndicate of lenders for a $2 billion unsecured revolving credit facility to Harvard College’s president and fellows in January 2015. In another transaction, on December 2014, Marshall Stoddard and Christopher Exberger advised HSBC with financing a $800 million revolving credit facility for Micron Technologies and its affiliates.
The firm represented both issuers and underwriters in its capital market practice. Sectors the firm works on include energy, shipping/transportation, financial services, technology, and life sciences. In February 2015, a Morgan Lewis team led by Jim McKenzie advised AmerisourceBergen Corporation on a $1 billion senior notes offering. Also in February 2015, John Hood advised Tucson Electric Power Company on issuing $300 million senior notes. In August 2014, Tom Giblin assisted American Water Capital Corp with a $500 million senior notes issuance.
As for the firm’s structured transactions practice, Jeffrey Johnson acts as group deputy chair while Reed Auerbach and John Arnholz serve as co-chairs. One client spoke highly of structured finance attorney Auerbach, calling him a “consummate professional” and the “best of the best”.
In August 2014, Matthew Joseph advised Credit Suisse International on a synthetic auto-loan securitisation. This allowed a swap agreement to take place and was notable for the fact that no actual notes were issued in the synthetic securitisation. The deal value came to $128.5 million.
Morgan Lewis is well-established in the funds space. The firm advises over 80 registered fund families with a combined value of more than $1 trillion. It is particularly strong in hedge funds, private equity and registered funds. For example, a Morgan Lewis team led by Richard Goldman advises HedgeAccess Platform on a regular basis. In August 2014, Timothy Levin advised Morgan Stanley and Cayman Islands-based AIP Multi-Client Solutions on expanding a private investment fund structure. This will allow individual investors to gain exposure to multiple private funds by investing in multiple classes of a private fund. The firm overcame differences in Cayman and US law by working together with counsel for the Cayman side of the deal to create a series of contractually separate assets.
An active derivatives practice is yet another asset to the firm. The firm’s absorption of Bingham McCutchen strengthened its derivatives practice, notably through the addition of partner Daniel Budofsky. Morgan Lewis has advised a variety of clients on swaps, forwards, and futures, among other matters. Clients include ALLETE, Securities Industry and Financial Markets Association (SIFMA) Asset Management Group, UBS AG, and Tradition Global Americas.
Morrison & Foerster (MoFo) has worked in a steady and disciplined manner to expand its presence in the global capital markets. The firm goes up in our debt and equity capital markets rankings this year amid widespread recognition of the volume of its deals and the variety of its issuer, underwriter, and dealer clients. On the debt side alone, MoFo’s work encompasses private placements, investment grade and high-grade debt offerings, structured note offerings, convertible securities offerings, and pioneering work in the stateside market with a product long popular in Europe, namely covered bonds. In 2014 alone, the firm advised clients on approximately 1,560 debt deals, yielding more than $93.9 billion. Innovation is a hallmark of MoFo’s debt capital markets work. In April 2015, partner Anna Pinedo and of counsel Nilene Evans advised Incapital as selling agent and dealer in the launch of a continuous registered debt offering of $40 million of InterNotes by business development company Alcentra Capital Corporation. The firm characterises this transaction as innovative insofar as debt securities issuances by BDCs are still relatively rare.
The Incapital deal came on the heels of an innovative cross-border bank sector deal in March 2015. Brad Berman, Lloyd Harmetz, Henry Fields, and Barbara Mendelson advised Bank of Tokyo Mitsubishi UFJ in the establishment of the first MTN program where a US branch of a non-US bank issued in denominations of under $250,000. The deal required extensive negotiation with regulators at the state and federal levels concerning the sale of bank notes to retail investors.
On the equity capital markets side, MoFo is prominent in a wide range of transactions including IPOs, stock offerings, hybrid offerings, investment grade offerings, and REIT transactions. Recent highlights include Anna Pinedo advising the underwriters in Bank of America Corporation’s $1.1 billion offering of depositary shares in January 2015. In March 2015, Ze’-ev Eiger advised the same client on a $1.9 billion depositary shares offering. The numerous underwriters in both transactions included Merrill Lynch, Citigroup, Goldman Sachs, JPMorgan, Morgan Stanley, UBS and Wells Fargo. These examples should not be taken to imply that MoFo works only on big deals. The firm’s nimble practice also carries out relatively small transactions, as in the work of James Tanenbaum, Edward Welch, and Anna Pinedo for Peoples Bancorp in its $42.5 million common stock private placement in August 2014.
Innovation is equally in evidence on the derivatives and structured finance side. Not all of the firm’s work in this area is public, but it can be disclosed that Charles Cole, James Schwartz, and Chrys Carey have advised a prominent financial institution in intermediation transactions of a highly sophisticated nature. The client purchases interests in loans and related swaps, and simultaneously sells interests in the loans and swaps to downstream investors.
MoFo continues to work extensively for longtime client Bank of America on the derivatives and structured products side. In November 2014, James Schwartz advised the client on an agreement allowing the bank to provide compensation for those who provide referrals for its FX prime brokerage division. Schwartz accomplished this task amid a climate of heightened CFTC vigilance on in many areas of derivatives law and particularly with regard to regulatory requirements that must be satisfied in order for brokers to operate in the market. David Kaufman, James Schwartz, and Chrys Carey advise Bank of America, as a swap dealer, on deal-contingent derivatives transactions that hedge currency and close risk for mergers involving counterparties. Bank of America Merrill Lynch has also received counsel from MoFo with respect to its derivatives and securities electronic trading platform, particularly with respect to regulatory regimes now in an embryonic state in Europe that may pose significant challenges in the near future.
In November 2014, Schwartz represented Hypothekenbank Frankfurt in the transfer to another bank of loans and related swaps. Complicating the transfer was the presence of back-to-back swap transactions between the client and a confidential party.
On the banking side, MoFo is as versatile, and as fluent with different financial products and structures, as virtually any transactional law firm in the market. A recent deal illustrates how MoFo’s transactional work elegantly unites lending expertise with acquisition finance. In October 2014, partner Mark Wojciechowski advised global construction and infrastructure services company Balfour Beatty on the $1.3 billion sale of subsidiary engineering firm Parsons Brinckerhoff to WSP Global, a Canadian consultancy firm. Financing for the acquisition came from the proceeds of credit facilities as well as public offerings of subscription receipts, one of which took the form of a $400 million private placement of subscription receipts with the Canada Pension Plan Investment Board.
Partner Bill Veatch has recently advised affiliates of The Campbell Group in financings connected with the acquisition of timberlands under The Campbell Group’s management. The state of the timber market, though obviously not good news for everyone, has fostered opportunities for MoFo lawyers, who have negotiated amendments to roughly $1.2 billion of debt facilities for their clients. The financings for The Campbell Group have utilised highly specialised “installment note” structures in order to postpone the taxable gains on the transactions.
In November 2014, partner Geoffrey Peck represented Southwest Gas Corporation in the re-marketing of $50 million of Series 2008A Clark County, Nevada, Industrial Development revenue bonds. In another deal during the same month, senior of counsel Daniel Leventhal advised Petrolatina Energy as borrower in a $200 million secured, cross-border agented credit facility for an oil and gas company active in Latin America.
Yet another flourishing transactional area is MoFo’s private funds practice. Much of its work in this space is confidential, but its public clients include Blackstone Capital, Breven Howard, Fiera Axium, Franklin Templeton, Global Logistics Properties, IMT Capital, Inspiration Ventures, Longitude Capital, Pathway Capital, Realterm, Rockbridge Capital, and UBS.
Norton Rose Fulbright has an active project finance division. “The team at Norton Rose Fulbright, in particular Mike Pikiel, are very responsive and take a practical, deal-focused approach to resolving issues, which ultimately helps get the deal to the finish line and benefits all parties,” one client says.
“Mike Pikiel is a deal-focused and practical attorney who helps resolve issues for the mutual benefit of all parties involved,” a second client says.
Pikiel is a partner and the head of infrastructure, mining and commodities following the retirement of Gregg Harris in March 2015. The firm also lost partner Mark Tibberts and senior associate Roger Lee to Baker & McKenzie in February and March 2015 respectively. In April 2015, however, the firm strengthened its practice by adding Emeka Chinwuba as counsel from Shearman & Sterling and Gavin McKeon as senior counsel from Milbank.
The firm works on many project finance transactions in sectors including energy, infrastructure, mining, agribusiness, and telecommunications. In November 2014, Pikiel advised SouthGate Mobility Partners, along with its members Kiewit Development Company and Kiewit Infrastructure South Co, on an agreement to finance, operate, design and build toll and general purpose lanes, along with other facilities on a Texas highway. The deal value came to $850 million. This project will purportedly decrease congestion on State Highway 183. In another deal, worth $265 million, Pikiel advised the lenders in a concession agreement, which was signed April 2015, for upgrading and expanding the Kingston Container Terminal (KCT).
In yet another transaction, the firm demonstrated its fluency with borrower-side work. In April 2015, Pikiel advised Fiera Axium Infrastructure US, Fiera Axium Nove AcquisitionCo, and Fiera Axium Nove Holdco, acting as the borrower in financing the acquisition of a minority equity interest in wind projects from EDP Renewables.
O’Melveny & Myers is a leading transactional law firm with deep roots in California and a global presence. The firm puts its roughly 800 lawyers to work on an impressive range of financial and corporate transactions. Capital markets and restructuring work have been particular fortés over the last 18 months. Partner John-Paul Motley stands out as a versatile and experienced member of the capital markets practice, acting as issuer’s counsel on high-profile transactions detailed below.
Global financial institutions have come to trust O’Melveny with some of their most important transactions. In December 2014, partners Kurt Berney and Eric Sibbitt took the lead in the firm’s biggest IPO project to date, advising underwriters Morgan Stanley, Goldman Sachs, Credit Suisse Securities, and Citigroup Global Markets in LendingClub’s offering of shares of common stock on the NYSE.
Michael Schiavone and Brophy Christensen recently acted as counsel to Electronics For Imaging in a private placement of $345 million aggregate principal amount of 0.75% convertible senior notes due 2019. In December 2014, Motley, mentioned above, advised American Honda Finance Corporation on a public offering of MTNs with a $1.5 billion aggregate value.
In November 2014, Christensen advised Western Digital in Hitachi’s $728 million underwritten secondary public offering of more than 5.4 million shares of Western Digital’s common stock at $96 per share. Underwriters included Goldman Sachs, BofA Merrill Lynch, JPMorgan Securities, and RBC Capital Markets.
On the restructuring side, partners George Davis and Suzzanne Uhland have kept busy as advisors to Cal Dive International, a Houston-based oil and gas infrastructure firm, in Chapter 11 proceedings. The client has committed to a plan to work with creditors on an arrangement whereby its core subsea contracting business will continue to operate, while the creditors will buy out non-core, underutilised vessels.
Davis also recently collaborated with Uhland and other colleagues as counsel to Apollo Global Management in the restructuring of Energy Future Holdings, of whose first lien debt Apollo holds $2.5 billion. The restructuring has involved an investment in the first lien debt of an EFH subsidiary, Texas Competitive Electric Holdings.
Orrick Herrington & Sutcliffe stands out as one of the leading transactional law firms with a focus on the banking sector. The firm has had another strong year as counsel to global lenders and sponsors, including Wells Fargo, Bank of America Merrill Lynch, Barclays, Jefferies, Credit Suisse, Goldman Sachs, Deutsche Bank, Bank of Nova Scotia, Royal Bank of Canada, to name a few.
The firm has done work of critical value for clients seeking to transform their financial model. Orrick’s work has required considerable versatility and familiarity with the most specialised financial structures and products. In December 2014, partner Zach Finley advised data centre operator Equinix on a $1.5 billion syndicated multicurrency credit facility, for purposes of enabling Equinix to convert to a REIT, with all that such a change implies for the structuring of the credit facility. This deal was just the latest in a series of engagements for the client stretching over a decade. Orrick’s work for Equinox has included financings in the Asia Pacific region as well as the United States.
Orrick’s lawyers have proven equally savvy with regard to lender-side work on credit facilities, particularly in cases where a cross-border component enhanced the complexity of the deal. In November 2014, partners Eugene Chang and Bill Haft advised Korean Development Bank (KDB) on the provision of a credit facility in a $350 million securitisation of US passenger ticket receivables, originated by Korean Air Lines.
The cross-border character of Orrick’s work carries over to the capital markets side. In another deal in November 2014, Orrick lawyers in New York and Hong Kong worked together on China Hongqiao Group’s $300 million high-yield debt offering of 6.87% senior notes due 2018. The offering enabled the client to refinance existing debts.
Orrick has also demonstrated considerable fluency in high-stakes M&A. In March 2015, partner Nell Scott advised telecom and media company Millicom International Cellular on its sale of $500 million senior notes under Rule 144A/Reg S. Orrick lawyers also guided the client on the use of the proceeds to redeem bonds issued by the client’s subsidiary in El Salvador, and a restructuring of the covenant package of its Swedish bonds.
In January 2015, partners John Cook in San Francisco and Christopher Moore and Torsten Marshall in New York advised SunEdison and its yieldco, TerraForm Power, on the roughly $2.4 billion acquisition of wind and solar energy project developer and operator First Wind Holdings. The acquisition cost broke down into a $1.9 billion payment upfront and an earn-out of up to $510 million. Thanks to this deal, TerraForm emerges as a leading renewable energy developer – purportedly the world’s largest – with a portfolio of First Wind projects in such far-flung locales as New York, Massachusetts, Maine, Vermont, Utah and Hawaii. The combined capacity of wind and solar energy development project acquired by SunEdison stands in excess of 1.6GW.
Paul Hastings advises on innovative, high-value transactions across many practice areas and sectors. Both lenders and borrowers are well represented in the firm’s banking and finance clientele. On the lender side, the firm counts Deutsche Bank, JPMorgan Chase, Morgan Stanley, and Wells Fargo as clients. Outside the banking sector, the firm advises such prominent names as frozen food producer Sigma Alimentos, Baha Mar Resorts and transportation service Grupo Senda Autotransportes.
Paul Hastings stands out through an ability to advise on both the bank and bond side of a transaction. It prides itself on managing complicated asset-based loans, as well as on its Latin American and energy practices. On March 2015, in a transaction which the firm characterises as the largest LBO of the year, Michael Michetti, John Cobb, Richard Farley, Mario Ippolito and Jeffrey Pellegrino advised a group of lenders in financing the $8.7 billion purchase of PetSmart. The lenders included Citigroup Global Markets, Barclays Bank, Deutsche Bank Securities, Nomura Securities International, Jefferies Finance, RBC Capital Markets and Macquarie Capital (USA). In October 2014, Michetti, Michele Cohen and Michael Baker advised another group of lenders in financing IBC Capital’s acquisition of Singaporean company Goodpack. The lenders included Morgan Stanley Senior Funding, Credit Suisse Securities (USA), Goldman Sachs Bank USA, Mizuho Bank, DBS Bank, Natixis, Macquarie Capital (USA), KKR Capital Markets and Overseas-Chinese Banking Corporation, and the deal value was $1.1 billion. The Paul Hastings team had to address intricate regulatory and collateral matters in what the firm categorises as the first Asian buyout using only a US syndicate.
In 2014, the firm made a high-level hire in the form of leveraged finance and capital markets partner John Cobb, mentioned above, from Weil Gotshal & Manges, and it followed up in April 2014 with the addition of capital markets of counsel Doug Getten from Vinson & Elkins. The firm’s capital market practice is strong on both the debt and equity sides. Michael Zuppone is the chair of global securities and capital markets, while William Schwitter serves as chair of leveraged finance. Within this practice area, the firm has again demonstrated its ability to work on innovative deals. For example, in January 2014, Mike Fitzgerald and Arturo Carrillo advised purchasers Credit Suisse, Deutsche Bank, BBVA, and Santander on Fibra Uno’s $1 billion international debt offering. As a result of this transaction, Fibra Uno is the first Mexican FIBRA to have offered debt in the international capital markets. This was also the largest real estate entity debt issuance in Latin America and the first time a REIT issued 30-year notes.
In November 2014, Fitzgerald and Joy Gallup advised FHipo on an IPO worth $633 million. This transaction is significant because it was the first time a mortgage REIT was sold internationally in Latin America. The firm also had a hedge fund practice headed by Mitchell Nichter. It represents clients such as Passport Capital, Franklin Templeton Institutional, Dalton and Charles Schwab.
Paul Hastings also focuses on high-yield capital market transactions, or leveraged finance. In one transaction closing in October2014, Michetti and Michael Chernick advised the purchasers of $5.1 billion notes issued by Dynegy Inc subsidiaries Dynegy Finance I, Inc and Dynegy Finance II. The purchasers included Morgan Stanley & Co, Barclays Capital, Credit Suisse Securities (USA), RBC Capital Markets and UBS Securities. The issuance will finance the acquisition of power generation facilities.
The firm’s M&A practice grew significantly over the past year with the addition of David Shine, Samuel Waxman, Beni Surpin, David Hernand, and Philip Stamatakos. The firm often advises on significant cross- border transactions. For example, in April 2014, Tom Kruger and Luke Iovine advised family members of real estate firm Fisher Brothers on the sale of construction management company Plaza Construction to China Construction America. The firm could not disclose the value of this transaction, but it characterised the deal as the first time China invested in a leading US construction management firm. In December 2014, Partner Hernand advised DreamWorks Animation SKG on the sale of a 25% stake in AwesomenessTV to Hearst Corporation for $81.5 million.
Paul Hastings also has a flourishing financial services regulatory practice. V Gerard Comizio acts as chair of the global banking and payment systems group. Within this practice, the firm’s clients include Korean Air Lines, Wells Fargo, Bitcoin exchange Coinbase, and Citibank, and many others that are confidential.
Gregory Ezring and Terry Schimek act as heads of the Paul Weiss Rifkind Wharton & Garrison’s finance practice, which is visible on both the borrower and lender sides of debt financing in the energy and entertainment sectors. The practice has been in demand among clients in need of acquisition financing or a means to refinance existing indebtedness. In April 2014, Thomas de la Bastide advised Bauer Performance Sports on obtaining a $450 million loan and a $200 million revolving credit facility. This transaction will finance the client’s acquisition of Easton-Bell Sports’ baseball and softball business and will also help refinance its current debt. Also in April 2014, Brad Finkelstein advised oil and gas company Caelus Energy Alaska O3 on getting a $300 million loan, which will allow it to acquire Pioneer Natural Resources’ Alaskan oil and gas business. In February 2014, the firm’s lawyers, under the oversight of Terry Schimek, advised Deluxe Entertainment Services Group on a $705 loan, again for purposes of refinancing debt.
On the capital markets side, Paul Weiss represents both issuers and underwriters, under the guidance of partners John Kennedy and Gregory Ezring. The firm advises on debt, equity, and hybrid securities. In September 2014, Tong Yu advised The Bank of Tokyo-Mitsubishi on the issuance of $4.5 billion of senior notes which the firm characterises as the highest value senior unsecured offering that a Japanese issuer has offered. In another transaction, Raphael Russo advised poultry producer Wayne Farms on its IPO of common stock for a confidential value. The firm, led by Christopher Cummings, also advised Morgan Stanley, Credit Suisse and RBC Capital Markets as underwriters in an IPO for Shopify. A hedge fund practice also boosts the firm’s strength. Udi Grofman and Marco Masotti co-head the firm’s Private Funds Group. Blackstone Alternative Asset Management, JP.Morgan Asset Management, and PointState Capital Partners make up some of the firm’s clients.
In a coup for the private funds practice, Masotti, Michael Hong, and Yvonne Chan advised Apollo Global Management in forming a credit fund worth $3.5 billion in September 2014.
Jordan Yarett heads the firm’s securitisation practice group. In April 2015, Yarett provided counsel to purchaser Guggenheim Securities in Dunkin' Brands, Inc.'s securitisation of Dunkin' Donuts and Baskin-Robbins for $2.6 billion. Paul Weiss also helps clients carry out many derivatives transactions, though details of these matters are confidential.
The firm is also active in M&A across sectors such as energy, technology and real estate. In September 2014, Adam Givertz advised Encana Corp on acquiring Athlon Energy for $7.1 billion. The firm characterises this transaction as the highest value deal so far announced of a Canadian company acquiring a US crude and natural gas producer. In August 2014, Toby Myerson and Steven Williams advised SAP America on purchasing Concur Technologies for $8.3 billion. Partners Matt Abbott and Neil Goldman advised General Atlantic in several transactions. In May 2014 the firm helped its client acquire brokerage firms OptionsHouse and tradeMonster for an undisclosed value.
Alan Kornberg is chair of the firm’s bankruptcy and corporate reorganisation department. In one example of the firm’s work, Brian Hermann advised Preferred Sands with restructurings and refinancing $680 million of debt.
Perkins Coie is a highly capable law firm. It has consolidated its presence in many transactional areas, and particularly in mergers and acquisitions and capital markets, over the last 18 months. The M&A practice gained bench strength with the hiring of partner Arman Pahlavan from Squire Patton Boggs in July 2014 and partner Jonathan Atzen from Sheppard Mullin in June 2014.
The firm plays a leading role in M&A with deal values running well into the billions. In January 2015, partners Roy Tucker and John Thomas advised TriQuint Semiconductor on its $7.4 billion merger of equals with RF Micro Devices. The deal needed approval under the antitrust regimes of several jurisdictions and it required Perkins Coie to put litigators to work to fend off stockholder lawsuits.
In February 2015, partners David McShea and Andrew Moore represented online information marketplace Zillow in its $2.5 billion stock-for-stock acquisition of homebuyer product provider Trulia.
Partners Don Karl and Kirk Soderquist represented Microsoft Corporation in its $2.5 billion acquisition of Stockholm-based game developer Mojang, the originator of the highly popular Minecraft franchise, in September 2014. The acquisition signals a decisive push by Microsoft into the gaming and specifically the Xbox market. In October 2014, partner Andrew Bor oversaw a team of lawyers advising Penford Corporation in its $340 million acquisition by Ingredion Incorporated. The role of the Perkins Coie attorneys included helping obtain approval from Penford’s shareholders as well as securing a green light from regulators.
On the capital markets side, the stakes are often equally high. In February 2015, partners Andrew Moore and Stephanie Hirano advised Costco Wholesale Corporation in a $1 billion public debt offering.
Ropes & Gray stands out as one of the most sophisticated and specialised law firms, particularly when it comes to representing banks, asset managers, and broker-dealers in transactions and in regulatory advisory and securities enforcement matters. The firm’s financial services regulatory practice climbs again this year, into our first tier, amid widespread recognition of its sophisticated work for corporations, funds, banks, and individuals in an era of regulatory overkill. It is no exaggeration to say that through their advisory work and their help in preparing clients for examinations, Ropes & Gray lawyers have helped set the tenor for the Securities Exchange Commission’s relationship with the private equity sector. The practice has steadily gained bench strength through lateral hiring in recent months, including partners Marc Berger, Patrick Sinclair, Andrew Dale, and Ryan Rohlfsen, all of whom have securities enforcement backgrounds.
Partner and regulatory practice co-head Eva Carman has played a crucial role in the representation of private equity firms undergoing examinations. Roughly 40 of the 130 firms referred to in a May 2014 speech by an SEC official concerning the examinations had received counsel from Carman and/or one of her colleagues. The counsel has often touched or focused upon potential conflicts of interest in the use of fund assets, and sensitive questions such as whether the compensation of partners managing a fund’s portfolio companies fall within the scope of agreements concerning management fees paid by the fund to the sponsoring private equity firm.
Private equity shops do not seek out the firm’s help solely to avoid getting in trouble with regulators. On the contrary, the transactional skill of Ropes & Gray is much in demand. Here, Ropes & Gray’s client base once again includes some of the leaders in private equity. The firm has a flair for debt financings related to acquisitions. For example, in November 2014, Stefanie Birkmann advised HIG Capital and its portfolio company Surgery Center Holdings in a $1.36 billion first and second lien financing for the purpose of acquiring Symbion. In May 2014, Michael Lee and Alex Zeltser represented TPG Capital and its affiliate Jonah Energy in $1.45 billion of debt financing to facilitate the acquisition oil and gas assets from Encana Oil & Gas. The assets were located in the Jonah field in Wyoming.
Marko Zatylny and Paul Kinsella have taken the lead in the representation of Pfizer in its roughly $17 billion acquisition of injectable drug and infusion technology firm Hospira, announced in February 2015. In April 2014, Thomas Draper, Eric Elfman, Renata Ferrari, Peter Alpert, and James Dowdon advised Entegris on the $1.1 billion acquisition of microelectrics delivery systems maker ATMI.
One recent transaction in particular put the deal-making skill and speed of Ropes & Gray lawyers to the test. This was Merck & Co’s $9.1 billion acquisition of Cubist Pharmaceuticals. Paul Kinsella in Boston worked with colleagues in Boston and San Francisco on the representation of Cubist, whose value as an acquisition target was subject to a couple of pending, and potentially highly adverse, decisions. These consisted of an FDA determination on approval of Cubist’s next generation replacement for a product, and a court ruling on intellectual property litigation involving Cubist and generic drug competitors. It was up to the Ropes & Gray lawyers to negotiate terms that would transfer the valuation risk to the acquirer, while closing the deal on a fast enough track to minimise the risk. The lawyers got the deal to the finish line literally hours before a court decision unfavourable to Cubist’s valuation. Hence the Ropes & Gray lawyers averted a renegotiation of deal terms that could have had a substantial negative impact for their client and its shareholders.
Ropes & Gray’s capital markets practice compares favourably with those of Kirkland & Ellis and other issuer-oriented law firms. In April 2014, Patrick O’Brien advised IMS Health Holdings in what stands as the second-largest US-listed IPO of 2014, a $1.5 billion offering listed on the NYSE. In June 2014, David Fine represented The Michael’s Companies in its $472 million IPO. In February 2015, Craig Marcus advised tire retailer ATD Corporation in its IPO registration statement and concomitant sale to Ares Management for an undisclosed amount.
In the registered funds space, David Sullivan and George Raine have handled the bulk of the firm’s relationship work with Allianz Global Investors and PIMCO, including acted as counsel to more than 75 funds. Recently, they have advised on the launch of 11 new funds, including certain of Allianz’s “Best Styles” funds, have provided counsel on two fund mergers, and have assisted the clients with Dodd-Frank regulatory compliance. The Ropes & Gray partners also serve as fund counsel to more than 20 closed-end funds managed by PIMCO, and four open-end funds. The institutional relationship with another major client, The DoubleLine Funds, and their independent trustees, has gone to partner Timothy Diggins and colleagues. The Ropes & Gray lawyers have acted as fund counsel for DoubleLine’s biggest mutual fund, the DoubleLine Total Return Bond Fund, which has net assets of more than $31 billion, and they have recently advised the clients in the launch of eight new open-end funds.
On the restructuring side, Mark Bane has advised Doral Financial Corporation as debtor in its Chapter 11 proceedings in the Southern District of New York. Mark Somerstein has acted as advisor to Wilmington Trust, National Association, as successor indenture trustee for $325 million of RadioShack’s 6.75% senior notes due 2019. Somerstein has also been highly visible as advisor to Delaware Trust Company as successor indenture trustee for $325 million in 11% senior notes due 2021 issued by Quicksilver Resources.
James Wilton has acted as counsel to consumer electronics manufacturer and supplier GT Advanced Technologies and its affiliated debtors in Chapter 11 proceedings involving $1.3 billion of liabilities and some $1.5 billion of assets.
Shearman & Sterling is more closely associated with the banking sector than most of its competitors, and has particular ties to long-time client Citigroup. It is a quintessentially global law firm with outposts in 19 cities around the world. The firm’s ability to bridge jurisdictions and regulatory frameworks helps make it a leading player in corporate, capital markets, investment funds, restructuring, and regulatory advisory matters. Shearman’s project financings have a breadth and sophistication few law firms can emulate, putting financing in place for pipelines and other critical infrastructure transforming the natural resources sectors of Mexico and Peru, as detailed below.
Although Shearman lost veteran M&A partner Peter Lyons to competitor Freshfields Bruckhaus Deringer in September 2014, acquisition finance continues to stand out as one of the strongest components of the firm’s global banking practice, as evidenced by recent deals such as a $725 million financing for Hellman & Friedman’s acquisition of Grocery Outlet, described below. In July 2015, Shearman reinforced its international profile and reach through the luring of a partner from Hogan Lovells, Waajid Siddiqui, with cross-border transactional experience and a particular focus on US-Asia trade. In May 2015, the firm gained Joel Moss, a former Barclays in-house counsel with restructuring and financial regulatory expertise.
A client reports, “Shearman’s lawyers protect our interests as lenders and placement agents, but they also understand we are trying to get deals done. Other lawyers can be technically sound but less effective in business terms. Shearman has tended to protect our interests while driving deals forward.”
Another client gives the following account: “Two years ago, we were involved in a European restructuring and very disappointed by the lack of advice being given to us by a ‘Magic Circle’ firm in London. So we brought in Shearman’s restructuring team. Shearman’s lawyers came in with a global perspective, provided us with options and gave us their advice. Our London office was pleasantly surprised.”
Shearman’s financial institutions regulatory practice is renowned for its sophisticated handling of specific areas of Dodd-Frank regulatory compliance. Partner Reena Sahni in New York and of counsel Donald Lamson in Washington have advised bank clients on liquidity, risk management, capital planning, and intermediate holding company (IHC) requirements that banks must fulfil to meet Dodd-Frank prudential standards. Given Shearman’s international footprint, and particularly its presence in Europe, the firm’s lawyers are able to take a holistic look at IHC requirements as they apply to both US- and non-US banks, and to advise clients from an informed global perspective. The advice encompasses not just Dodd-Frank but EMIR, Basel III, and other regulatory frameworks of concern to banks with assets and operations around the world. Shearman’s regulatory practice also has substantial derivatives expertise, acting as advisor to Intercontinental Exchange and subsidiaries in the development of trade facilities and swap and future clearinghouses. The introduction of central counterparties for cleared transactions has significantly alleviated counterparty credit risk.
On the transactional side, as on the regulatory side, Shearman’s clients benefit from the firm’s global footprint. In February 2015, Joshua Thompson in New York worked with colleagues in New York, London, and Milan on the representation of Credit Suisse, Barclays, and Citigroup as joint lead arrangers and joint bookrunners in a $10.5 billion financing for GTECH’s “merger of equals” acquisition of International Game Technology. Shearman’s lawyers also advised GTECH’s lead financial advisor, Credit Suisse Securities (Europe) Limited. During the same month, real estate partner Malcolm Montgomery oversaw a team of lawyers advising the joint lead arrangers and joint bookrunning managers, including Merrill Lynch, The Bank of Tokyo-Mitsubishi, JPMorgan Securities, Suntrust Robinson Humphrey, US Bank National Association, and Wells Fargo, in a $750 million aggregate senior secured financing to facilitate Alliant Technosystems’ spinoff of its Sporting Group division, which became Vista Outdoor. Parties were able to commit part of the financing for the merger of Alliant Techsystems and Orbital Sciences to the spinout.
In October 2014, Maura O’Sullivan and colleagues advised Morgan Stanley, Deutsche Bank, and Jefferies Finance as joint lead arrangers and joint bookrunners in a $725 million financing for Hellman & Friedman’s acquisition of Grocery Outlet. The term facility within the financing package made possible the refinancing of the shareholder loan shortly after the acquisition. The sponsor’s bid gained competitiveness from the guarantee of a fast closing.
The fluency with financial structures and products extends to the project finance sphere, where Shearman has emerged as a leader in oil and gas, mining, petrochemical, and renewable energy transactions. One recent deal in particular has been critical for the development of Mexico’s energy sector in the wake of constitutional reforms permitting private investment in the sector, and hence, has ramifications for the project finance market globally. In December 2014, partner Gregory Tan in New York oversaw a legal team providing counsel to Pemex, and two partners selected by Pemex – Sempra, and GDF Suez – as borrowers in an $890 million financing for the construction of the southern or “Sur” component of the Los Ramones gas pipeline, which will import natural gas from Texas to north-central Mexico. Eight banks will finance the “Sur” part of the pipeline over 20 years.
In another transformative infrastructure project in Latin America, New York-based partner Cynthia Urda Kassis and partners represented Odebrecht Latinvest and Enagás Internacional in a $3.8 billion financing for the more than 1,000-kilometer Gasoducto Sur Peruano pipeline in Peru. This has been a time-sensitive project, with the sponsors determined to raise more than $4 billion in the global commercial bank market alone before the end of 2015. Another unusual feature lies in the financing model. The project thus far has received widely dispersed commitments from more than 15 banks.
Shearman’s work on behalf of hedge funds and registered funds is often confidential, but the firm’s list of clients includes such leaders as Blackstone Alternative Funds, First Eagle Funds, Ironwood Capital Management, SkyBridge Capital, Stonecastle, Torchlight Investors, and Victory Funds. In this practice area, once again, Shearman benefits from having global offices and operations bolstered recently by the promotion of funds lawyer John Adams to the firm’s partnership in London, and the promotion of funds attorney John Reiss to counsel in New York.
On the private funds side, partners Laura Friedrich and Nathan Greene in New York have played a crucial role for Citi Private Bank, a Shearman client since 2011. The partners have advised Citi on the formation of customized feeder funds for the use of private wealth management clients seeking to make investments in underlying private equity funds, whose identity is not public. Friedrich has also collaborated with partners Sean Finley in New York and Etienne Gelencser in Tokyo on the representation of Development Bank of Japan on a strategic alliance with the Ontario Municipal Employees Retirement System, and advised the same client as anchor investor in the formation of a fund of funds for the purpose of acquiring private equity fund interests.
In the restructuring space, partner Frederic Sosnick has taken the lead in the representation of Deutsche Bank as administrative agent and collateral agent in a $5.4 billion superpriority priming DIP financing facility for Energy Future Intermediate Holding Company and EFIH Finance. The firm characterises the structure of the DIP facility as highly unusual in the sense that certain noteholders were able to turn in their notes in exchange for DIP loans.
In November 2014, partner Douglas Bartner oversaw Shearman’s representation of multinational Essar Global Fund, which had committed $350 million to fund the equity capital of Ontario-based steel producer Essar Steel Algoma, through a plan of arrangement under Chapter 15 and the Canadian Business Corporations Act. Bartner helped engineer a restructuring of US notes through a CBCA process, making use of a restructuring support agreement and an equity commitment letter from an offshore parent. Bartner has also played a central role in the $302.5 million, Chapter 15 restructuring of Lupatech Group, a maker of technical parts for oil, gas, and foundry industries, and in the $350 million, expedited restructuring of Coldwater Creek and its debtor affiliates through a highly unusual pre-arranged liquidation.
Sidley Austin stands out again this year among global transactional law firms. Sidley’s record in M&A, fund formation, and restructuring over the last 18 months is almost unrivalled, and the firm is clearly determined not to rest on its laurels. In a legal market where aggressive hiring and office openings occur daily, Sidley has surpassed competitors through the opening of a second office in Los Angeles – this one in Century City – and the luring of Daniel Clivner, the longtime head of Simpson Thacher’s LA branch, as managing partner of the new office. The latter hire was the highest-profile for the firm since the luring of funds partner Timothy Spangler from Kaye Scholer in LA in 2013, dramatically expanding Sidley’s corporate transactional reach in LA and beyond. The hiring streak continued in June 2015 with the recruitment of Joel Rothstein, who previously practiced law at Paul Hastings, as a partner based in LA Rothstein oversaw the growth of real estate and structured finance practices with an Asia focus at Paul Hastings and his hiring is a major step forward for Sidley. It will be interesting to observe how Sidley performs with the new talent aboard.
In Sidley’s work for clients in various areas and particularly in restructuring – as in its recent role for Mirabela Nickel (detailed below) – the firm has benefited from its cross-border reach, staffing deals with partners in locales as diverse as Hong Kong, London, Los Angeles, Washington, Chicago, and New York.
A client of Sidley’s M&A practice reports: “We work with Sidley on life science transactions. Most of them tend to be M&A or a licensing deal with other biotech companies. The lead partner Sharon Flanagan. I have nothing but absolutely positive things to say about her and her team. She is probably one of the most effective and astute negotiators I’ve worked with. Sharon is not only very effective at negotiating, but will identify key legal issues as well as business issues that we should be aware of and tackle in a particular transaction.”
A client who has worked with Sidley on the funds side tells IFLR1000, “I think they’re very strong. The investment management group, broadly, is I think the best in the business.”
Sidley’s M&A expertise is visible across a swath of industries, including oil and gas, e-commerce, pharmaceuticals, and publishing. In February 2015, Mark Metts and Anna Ha advised Wexford Capital and Reliance Midstream in proceedings for the $600 million sale of natural gas processor Coronado Holdings, for which EnLink Midstream Partners emerged as the winning bidder. The following month, Gary Gerstman advised eBay in PayPal’s acquisition of mobile wallet platform developer Paydiant for an undisclosed amount. Gerstman was also the lead partner in Catamaran Corporation’s combination with UnitedHealth Group’s OptumRx unit, in a transaction with a $12.8 billion value. In February 2015, Scott Williams acted as counsel to RR Donnelley in its $240 million acquisition of Courier Corporation.
Much of the Sidley’s work on the investment funds side involves some of the leading asset managers but takes place in strictest confidence. The firm has proven adept at representing clients undertaking innovative seed capital transactions where a party’s compensation takes the form of a revenue interest in the counterparty, or forming funds utilising a strategy devoted to growth and liquidity investments in companies up to two years before their IPO.
In July 2014, William Kerr and Bradley Howard represented Alden Global Capital in the launch of commercial real estate securities funds. Kerr has worked with Janelle Ibeling on the representation of Magnetar Financial in the launch of various fund structures focused on the airline industry, midstream energy, appraisal proceedings, solar energy, and credit opportunities, respectively. Mark Whatley and David Tang have been advising Insikt in the formation of funds for the purpose of investing in consumer finance receivables, with the option of sharing in certain pools.
In June 2014, Chicago-based partners James Conlan, Paul Caruso, and Matthew Clemente collaborated with Brian Lohan in New York and Jeffrey Bjork and Joel Samuels in Los Angeles in the representation of Dynergy Holdings in Chapter 11 proceedings involving $6.2 billion in liabilities. Making use of a court-supervised auction process, the lawyers were able to engineer the sale of power plants owned by Dynergy subsidiaries.
Larry Nyhan and Andrew O’Neill in Chicago act as counsel to GSO Capital Partners as claim holder in a $1.5 billion revolving credit facility involving Overseas Shipbuilding Group, the owner or operator of 111 widely geographically dispersed tankers, and certain of the group’s affiliates. The lawyers guided the client to a plan of reorganisation taking effect in August 2014.
New York-based partner Michael Burke has worked with Hong Kong-based partner Alexander Lloyd as counsel to Mirabela Nickel, a nickel producer in Bahia, Brazil, and subsidiaries in the course of their recapitalization and debt restructuring. These processes have involved $390 million of notes issued to US investors in a Rule 144A offering, making use of a deed of company arrangement in Australia.
Simpson Thacher’s record in banking and capital markets transactions over the past year is without peer. Few law firms even approach the expertise, sophistication, experience, and reputation of partner Patrick Ryan on the bank lending side and partner Lee Meyerson on the regulatory and financial institution M&A side. Simpson Thacher’s list of clients speaks for itself. The clients include Bank of America Merrill Lynch, Bank of Montreal, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan, Morgan Stanley, Royal Bank of Canada, Toronto Dominion (Texas), UBS, Wells Fargo, and many others.
The benefits of having opened a Houston office in April 2011, staffed with leading debt finance partner Robert Rabalais, are much in evidence in recent deals, such as financing arrangements for Sabine Oil & Gas in a major acquisition, detailed below. The firm can also claim credit for having engineered the largest IPO to date, for Alibaba Group. Simpson Thacher provides clients with expert guidance on urgent questions of the moment, like whether a given client can legally take part in OTC derivatives contracts. The firm continues to enjoy renown throughout the industry for sophistication of its financial services regulatory advisory practice. Feedback from clients has been exceptionally strong over the last few months.
A client of the capital markets practice states, “Simpson Thacher is the go-to firm for us for the difficult deals. Where’s it’s complicated, where it requires creativity and a lot of diligence, where it requires a wingman who we want protecting us, it is Arthur Robinson. He knows his way around financials because of an accounting background. He has a very commercial side to him. Art is available 24/7, and awesome at training our junior folks and bringing them up to the curve.”
A client who has worked with partner Joyce Xu on the derivatives side reports, “Joyce and I have known each other so long that we work perfectly together. The objective is always very clear: structure something to dazzle client. The corporation wants X, Y, Z, we just want you to make sure we are doing it legally and correctly. Joyce does a great job at understanding the client need.”
A third client says, “Currently, the main person we work with is Joyce Xu. We have also worked with Jonathan Goldstein. I think they have both been very knowledgeable, responsive. In general, compared to most of the legal firms, they seem to do great.”
In March 2015, Jennifer Hobbs advised BC Partners and other members of a consortium in regard to the company’s $8.7 billion acquisition of specialty retailer PetSmart. Hobbs has also been visible as counsel to an investor group led by Siris Capital in the company’s $840 million acquisition of e-commerce pioneer Digital River in February 2015.
In another March 2015 deal, James Cross represented Kohlberg Kravis Roberts in its planned acquisition of Air Medical Group Holdings from Bain Capital for an undisclosed amount.
In December 2014, Robert Rabalais and Matthew Einbinder represented a First Reserve Corporation portfolio company, Sabine Oil & Gas, in a $1 billion revolving credit facility and an $850 million bridge loan facility for purposes of Sabine’s combination with First Oil Corporation.
One deal that did not get to the finish line nevertheless stands out for scale and complexity. Partner William Sheehan in New York worked with partner Euan Gorrie in London as counsel to JP Morgan Securities and JPMorgan Chase Bank in £13.5 billion of bridge financing for AbbVie to support its proposed £32 billion acquisition of biopharmaceutical company Shire, announced in July 2014 but subsequently terminated.
In September 2014, a Simpson Thacher team including Palo Alto-based partner William Hinman and colleagues in Hong Kong and Beijing on the largest IPO to date – online mobile and commerce company Alibaba Group’s $25 billion IPO on the NYSE. Joint bookrunners included Goldman Sachs, Credit Suisse, Deutsche Bank, JPMorgan, Citigroup, and Morgan Stanley.
In March 2015, New York-based partners Ed Tolley and Edgar Lewandowski advised Summit Materials, a portfolio company of The Blackstone Group and Silverhawk Capital Partners, in its $460 million IPO. Tolley was highly visible in July 2014 as counsel to Catalent in its $871 million IPO, undertaken with a view toward paying off existing debts.
On the high-yield side, Arthur Robinson has had a strong run over the last 18 months, highlights of which include advising JPMorgan, BoA Merrill Lynch, and other initial purchasers in information technology firm IHS’s offering in November 2014 of $750 million of 5% notes due 2022. In October 2014, Robinson represented initial purchasers led by Merrill Lynch in California Resource Corporation’s sale of $1 billion of 5% senior notes due 2020, $1.75 billion of 5.5% senior notes due 2021, and $2.25 billion of 6% senior notes due 2024. Robinson also advised JPMorgan Securities and JPMorgan Chase Bank as arranger and lender respectively, along with other arrangers and lenders, in term loans and credit facilities totalling $3 billion for CRC.
Skadden continues to win acclaim as one of the most sophisticated global law firms active in banking, capital markets, structured finance, project finance, and restructuring. While some law firms develop a leading presence in either regulatory advisory work, securities enforcement, or white-collar litigation, Skadden unites expertise in all areas. Not only does Skadden advise corporations, asset managers, banks, and individuals across a wide swath of derivatives regulatory and enforcement issues, but it does so with a relatively lean legal staff. Unlike certain competitors, the firm does not misrepresent its partner head count by tossing non-equity, or “income,” partners into the mix.
Skadden’s banking practice entered the spring of 2015 as busy as ever with partner Stephanie Teicher advising Valeant Pharmaceuticals with financing arrangements for its $15.8 billion acquisition of Salix Pharmaceuticals. An unusual feature of the transaction was a commitment of $23 billion – covering bank and bridge credit facilities – for both the acquisition and a potential reorganisation of existing debt on the part of both parties. The deal closed in April 2015.
In July 2014, Steven Messina in Skadden’s New York office collaborated with Mark Darley in the firm’s London office on the representation of Joh. A. Benckiser, as controlling shareholder of D.E. Master Blenders, in an $11 billion financing for purposes of combining DE Master Blenders and Mondelez International. Skadden’s lawyers were able to push the deal to the finish line in just days, uniting parties, assets, and financings in the United States, Netherlands, and Germany.
During the same month as the above deal, Messina and colleagues advised AbbVie in a planned $54 billion acquisition of another pharmaceutical company, Irish-based Shire. Although the merger fell through, Skadden’s banking lawyers can still claim credit for getting in place financing arrangements – a $22 billion bridge loan facility and a $4 billion revolving credit facility – across jurisdictions with varying regulatory frameworks.
William Sweet continues to act at the helm of a financial regulatory practice broader than that of most firms, as noted above. The practice’s record for the past 18 months is as impressive in regulatory advisory work as in white-collar criminal litigation. Private equity is yet another area of specialisation for the practice. In October 2014, Sweet put his expertise to work as counsel to investment manager Nuveen Investments in regulatory aspects of its $6.3 billion acquisition by Teachers Insurance and Annuity Association from private equity leader Madison Dearborn Partners. In August 2014, Sven Mickisch represented TPG Capital in its $1.5 billion acquisition of The Warranty Group, handling disparate regulatory and licensing issues in more than 50 countries.
On the capital markets side, Michael Zeidel has been advising Windstream Holdings on the proposed offering of $540 million of senior secured notes and $1.11 billion of senior unsecured notes. The sellers of the notes are security holders planning to purchase the notes from Windstream Services in exchange for debt. In June 2014, Stacy Kanter advised Express Scripts Holding Company in a $2.5 billion offering of senior notes breaking down into $500 million of 1.25% notes due 2017, $1 billion of 2.25% notes due 2019, and $1 billion of 3.5% notes due 2024. Kanter has also been advising DuPont in a proposed spinoff of its Chemours subsidiary. Before the spinoff, Chemours will issue senior notes in both US-dollar and Euro offerings, and will receive term loans through a senior secured credit facility. DuPont will be the beneficiary of a pre-spinoff dividend from Chemours. The total value of the spinoff had not been finalized as of presstime.
When it comes to high-stakes M&A, few firms are as visible in the market as Skadden. Recent highlights include the representation by New York-based partners Joseph Coco and Thomas Greenberg of Danaher Corporation in a $2.6 billion merger of its communications division with NetScout Systems, announced in October 2014, and in a $2.2 billion acquisition of Nobel Biocare Holding, a deal closing in December 2014. In August 2014, Chicago-based partner Rodd Schreiber and New York-based partner Michael Civale represented Hillshire Brands Company in the client’s $8.6 billion hostile takeover by Tyson Foods.
On the restructuring side, Ken Ziman, Jay Goffman, Eric Ivester, Anthony Clark, Chris Mallon, and Dominic McCahill have had a hand in the representation of lead-acid battery maker Exide Technologies, a company that filed for Chapter 11 in spite of having nearly $3 billion in annual sales. Exide has entered into a $500 million DIP financing involving guarantees and collateral from subsidiaries in more than ten foreign countries. The size of Exide’s revenue makes this one of the largest US Chapter 11 cases in recent memory.
In May 2014, Van Durrer and Glenn Walter played a key role in the restructuring of Caesars Entertainment Corporation. The Skadden lawyers advised the special committee of Caesars Acquisition Company on Caesars Growth Partners’ $2.2 billion acquisition of Bailey’s Las Vegas, marking a critical step in the Caesars’ debt restructuring. The deal helped avoiding the sale of certain assets of the Caesars family.
Stroock & Stroock & Lavan stands out for its sophisticated understanding of financial products and tools and its nearly unrivalled transactional record, for a law firm in its size bracket, within the financial institutional space. One of the stars among the firm’s roughly 300 lawyers has banking and finance partner Scott Welkis, whose familiarity with many traditional and alternative financial structures and tools has helped win clients in numerous areas of lending, private equity, and restructuring. (Welkis has recently left the firm.) Partners in the firm’s derivatives practice also have broad roles, advising financial institutions on portions of the Dodd-Frank Act dealing with consumer banking as well as the statute’s numerous implications for any financial institution investing in funds.
A client offers the following assessment: “I have known Jeff Meyers for 35 years. He is head of energy at Stroock, brought over from Dewey & LeBoeuf. Armando Ramirez works with Jeff as his right-hand man. There are few people I have met who understand the energy market as well as these guys.”
A second client says, “They are in the top quarter of the law firms we use. In fact, they are the only firm we use in Texas.”
In December 2014, Scott Welkis advised The Carlyle Group on the negotiation and structuring of a $550 million senior secured credit facility for Southeast PowerGen Holdings. The proceeds went toward recapitalisation and the purchase of a majority equity interest in the owner of a 2,815MW portfolio of six power plants, running on natural gas, in the state of Georgia.
2014 was a busy year for Welkis. In June 2014, he represented a Wayzata Investment Partners portfolio company, Neff Rental, in the negotiation and structuring of a $575 million second lien term loan facility, as well as an amendment to the client’s asset-based revolving credit facility. The amendment helped the client increase revolving commitments to $425 million and also facilitated the second lien term loan facility and an equity recapitalisation.
In December 2014, partner Jeffrey Meyers advised The Carlyle Group in the $550 million acquisition of 75.05% of the outstanding interests of Southeast PowerGen Holdings, including six natural gas-fired power plants in Georgia with a 2,815MW capacity, from ArcLight Capital Partners and Singaporean sovereign wealth fund GIC. The client also received legal advice on its recapitalisation.
On the restructuring side, Welkis has been advising Fortress Investment Group as sponsor in a Chapter 11 reorganisation of LightSquared. Fortress’s role encompasses more than $4 billion of debt financing, involving DIP, first-lien, and second-lien exit financing. In a separate matter, Kristopher Hansen has advised the ad hoc committee of first lien lenders to Caesars in relation to the latter’s bankruptcy.
Sullivan & Cromwell continues to earn its renown throughout the world as a law firm with a broad transactional practice, and a firm whose attorneys elegantly blend technical legal expertise with commercial sensibility. The firm’s sophistication is evident in bank lending and capital markets transactions cutting across a swath of tools and products, from revolving credit facilities to high-yield bonds. The same expertise carries over into project finance, where the firm undertakes a larger share of sponsor-side representations than many firms purporting to have the know-how and reach to put financing in place across jurisdictions for ports, bridges, dams, railways, roads, and other infrastructure. Sullivan & Cromwell’s decision in 2007 to make a major investment in a restructuring practice has led to many high-profile engagements. The most widely publicised restructuring, involving Kodak, should not distract observers from the firm’s crucial role in numerous other sectors and industries.
A client of the M&A practice tells IFLR1000: “They’re our primary external counsel. I have plugged in legal teams and GCs from other companies with the Sullivan team. With Sullivan, you get the utmost professionalism. The highest standards, beyond professional. They are one of few firms that prices on a value-added basis. You have to trust they know what resources they bring to bear. They’re happy to provide breakdown on fees. Most of the time, I feel undercharged.”
A private equity client who has worked with partner Richard Pollack states, “Nothing’s too big for Sullivan. If a deal was small or simple, I don’t think that Richard would be interested in doing it. I really can’t think of anything that they could improve on.”
A client of Sullivan’s restructuring practice recounts, “Sullivan brought with them great financial advisers and advocated well and positioned us well before the court. In a forward-looking move, they partnered with a Delaware firm and delegated less complex work to them, saving us cost.”
In the banking space, John Estes has advised American Energy Partners on more than $5.5 billion of financings taking forms as diverse as high-yield bonds, convertible notes, revolving credit facilities, first- and second-lien term loans. The events driving and complementing these financings were also varied, including acquisitions, loans, commitment letters, and capitalisations. Moreover, the firm characterises the flexible conversion mechanics of the convertible notes as innovative and precedent-setting for this client’s financings.
In August 2014, Erik Lindauer acted as counsel to American International Group as the client entered into a $4 billion, five-year bank credit facility replacing a $4 billion, four-year facility dating to October 2012. Closing this deal required negotiations with no fewer than 33 banks, with Citigroup and JPMorgan acting as lead arrangers.
In May 2014, Neal McKnight provided counsel to Australian telecommunications firm Nextgen Networks in a refinancing involving a $375 million term loan along with a A$50 million revolving credit facility. A high degree of cross-border complexity characterised this deal given the Australian entity’s majority ownership by the Ontario Teachers’ Pension Plan Board. As part of the refinancing, the client undertook interest rate and currency swaps, allocating a share of the proceeds to affiliated companies.
Sullivan continues to earn its renown as one of the most sophisticated firms on the regulatory side of banking. The firm has advised clients such as TD, RBS, Wells Fargo, and Barclays in white-collar criminal and regulatory investigations, and has demonstrated an equal fluency with FIG M&A. Recent highlights include advising Bank of Montreal on its $1.2 billion acquisition of shares of F&C Asset Management through a BMO subsidiary in May 2014, and representing PacWest Bancorp in its $2.3 billion merger with CapitalSource in April 2014, in and the acquisition of Charter One’s Chicago branches in June 2014, in a pending $849 million merger with Square 1, announced in March 2015.
On the M&A side, Frank Aquila and Audra Cohen have risen to the challenge of representing Kraft Foods in its $46 billion merger agreement with HJ Heinz Company, the largest merger on record for 2015 as of presstime.
In October 2014, Matt Hurd took the lead in the representation of Bayer in the $14.2 billion acquisition of Merck’s highly popular over-the-counter consumer products. Hurd and his colleagues advised Bayer not just on the purchase but on a byzantine auction in which progressively rising prices edged out other bidders and Bayer put not just cash on the table, but a collaboration involving Adempas, Bayer’s state-of-the-art cardiology drug. The Sullivan & Cromwell lawyers put to use an intricate stock-and-asset structure.
Partner Alison Ressler has advised the Ontario Teachers’ Pension Plan in its $1.135 billion acquisition of moving and storage container firm PODS in February 2015, and in the $340 million sale of a 50% ownership of Houston-based Northern Star Generation to GulfSun Power Holdings in June 2014.
Not surprisingly for such an M&A powerhouse, one of Sullivan’s highest-profile recent restructurings has had a marked M&A component. In February 2015, Michael Torkin advised cancer drug developer Dendreon’s official unsecured creditor committee in the $495 million sale of Dendreon’s assets to Valeant Pharmaceuticals.
Sergio Galvis, Werner Ahlers, and Michael Torkin have collaborated on the representation of AT&T in its $1.875 billion acquisition of Nextel Mexico’s wireless properties pursuant to Section 363 of the US Bankruptcy Code. The assets include retail stores, spectrum licenses, and roughly three million subscriptions.
Andrew Dietderich, who played a prominent role in the Kodak case, took the lead in August 2014 in the restructuring of Caesars Entertainment. Dietderich and colleagues have advised bondholders on an out-of-court restructuring providing for the repurchase of notes and the settlement of claims against the insolvent company.
Weil has weathered storms, including negative publicity over its mass layoffs of associates and staff in 2013 and the defection of partners in Dallas and Houston, and has performed impressively over the past 18 months. The firm’s banking, M&A, private equity, capital markets, investment funds, and restructuring practices have kept busy working for many leading financial institutions and corporations in 2014 and 2015 and have won acclaim from clients. Even after the departures of noted practitioners Angela Fontana and Kelly Dybala, bank lending, and specifically leveraged and acquisition finance, stand out as two of Weil’s fortés. Clients of this practice include Advent International, Barclays, Berkshire Partners, CCMP Capital Advisors, General Electric, Goldman Sachs, Macquarie, Morgan Stanley, Providence Equity Partners, and many other leading banks, corporations, and private equity shops. The banking practice gained bench strength with the recruitment in September 2014 of Damian Ridealgh, a transplant from London past employers include Ashurst and Fried Frank. Offsetting the recent departures, Ridealgh is the fourth partner Weil has added to its global finance practice since late 2013.
Another spell of terrible news for Weil came in March 2015 with the departure of Y Shukie Grossman, co-head of Weil’s US private funds group, for competitor Gibson Dunn. Observers do not all agree on the reasons for or significance of such a high-level departure. Nevertheless Weil’s funds practice is humming along in late 2015, with more than 60 full-time private funds lawyers and a nearly unrivalled client base and transactional record.
A client gives the following assessment: “I do investment-grade bridge financing, where I need people who will get things right the first time and be commercially reasonable and available at all hours. The Weil team I work with is absolutely outstanding.”
The same client adds, “They’re expensive, they ended up costing a lot at the end of the day, but you get what you pay for. I wouldn’t use them for something rudimentary, but for acquisition finance they’re second to none, with the possible exception of Davis Polk.”
A second client reflects, “Weil Gotshal is a top-notch firm, they are as good any out there. The attorney I’m working with regularly is Morgan Bale. His timeliness, his efficiency, his knowledge are first-rate across the board. Morgan is the fellow we call.”
A third client weighs in: “The work they do for us is related to our financings, our bond deal and bank deals. The partners and associates deliver high-quality work, at what for a New York firm are reasonable rates. They do a good job for us.”
Allison Liff has advised American Securities portfolio company Metaldyne Performance Group on multicurrency credit facilities with a total value of $1.6 billion. Liff has also represented American Securities in $855 million first- and second-lien credit facilities for purposes of acquiring specialty chemical producer Emerald Performance Materials, and in $675 million of senior secured credit facilities to finance the acquisition of transportation and industrial part manufacturer Grede Holdings. Yet another standout is Liff’s representation of Advent International Corporation portfolio company Connolly in a $1.15 billion first- and second-lien financing for the acquisition of payment systems technology firm iHealth Technologies.
Morgan Bale recently advised Barclays and Goldman Sachs in their $7.2 billion bridge commitment to power general Exelon Corporation, for purposes of financing its acquisition of energy delivery leader Pepco Holdings.
On the capital markets side, much though not nearly all of the firm’s most significant work has been on the underwriter side. Jennifer Bensch has advised Goldman Sachs, Bank of America Merrill Lynch, JPMorgan, and Morgan Stanley as underwriters in CBS Outdoor America’s $644 IPO and its listing on the NYSE. The transactions formed a prelude to the planned spinoff of the CBS Outdoor business from CBS Corporation. Bensch also advised the underwriters in CBS Corporation’s roughly $3 billion offer to shareholders to turn in their CBS Corporation common shares for up to 97 million shares of CBS Outdoor America, now known as Outfront Media.
Alex Lynch has advised Barclays, JPMorgan, Macquarie Capital, RBC, Suntrust Robinson Humphrey, and Wells Fargo as underwriters in Macquarie Infrastructure Company’s $665 million offering of limited liability company interests, for purposes of acquiring all the equity of International-Matex Tank Terminals it did not already possess.
Corey Chivers handled one of Weil’s biggest recent debt finance deals, advising Barclays, Citi, Bank of America Merrill Lynch, Goldman Sachs, HSBC, JPMorgan, RBS, and Wells Fargo as representatives of the underwriters in Microsoft Corporation’s $10.75 billion investment grade bond offering in February 2015. Chivers has also had major issuer-side representations, as in his recent advising of Synchrony Financial in a $3.6 billion senior notes offering.
Weil stands out as leader in the structured finance, securitisation, and derivatives realms of the capital markets, thanks largely to the work of practice head Frank Nocco. Recently, Nocco has advised Citigroup as lead initial purchaser in OneMain Financial’s $1.2 billion ABS bond offering, backed by consumer loans, which Weil characterizes as OneMain’s second-ever rated term securitization of personal loans. Nocco has also acted for Spirit Realty Capital in a number of recent transactions including the issuance of a $510 million ABS bond offering backed by commercial real estate, commercial mortgage loans, and triple net leases. Partner Jason Smith has also been visible in many deals such as OnDeck’s $175 million fixed note offering backed by the company’s loan assets, representing OnDeck’s first-ever securitisation, and the first non-SBA offering of this nature in the direct business lending sector.
A substantial number of Weil’s transactions in the investment funds space are subject to confidentiality requirements, but its client base is undeniably impressive. A partial list includes American Securities, Brookfield Asset Management, CCMP Capital, Crow Holdings, Genstar Capital, Goldman Sachs, The Gores Group, Lindsay Goldberg, Perella Weinberg Partners, Providence Equity, and Quantum Energy Partners.
In the M&A sphere, part of Weil’s prowess derives from having a team of seasoned Silicon Valley lawyers primed to do deals for leading tech sector clients, such as Facebook in its $16 billion acquisition of WhatsApp in February 2014 (mentioned in last year’s profile). In a more recent deal, closing in September 2014, Keith Flaum, Richard Climan, and James Griffin worked together to advise a software firm, Oracle Corporation, on its $5.3 billion acquisition of software and hardware developer MICROS Systems. During the same month, another Silicon Valley partner, Jane Ross, advised software company Adobe Systems on its acquisition of technology platform developer Aviary for an undisclosed amount.
Another M&A highlight saw New York-based partner Michael Aiello advise Kinder Morgan on its $76 billion acquisition of all outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management, and El Paso Pipeline Partners in November 2014. During the same month, Aiello’s colleague in New York, Michael Lubowitz, represented DIRECTV Sports Network in its proposed $67.1 billion sale to AT&T, which was still pending as of presstime.
Much of Weil’s highest-stakes M&A continues to unfold in the private equity buyout realm. Recent highlights include Douglas Warner’s advising Centerbridge Partners in its $1.2 billion acquisition of trading communications technology developer IPC Systems from Silver Lake Partners in February 2015, and his representation of Centerbridge and portfolio company Capmark Financial Group in the latter’s $565 million acquisition of Bluestem Brands in November 2014.
In a pending deal announced in March 2015, Michael Aiello has been advising Ontario Teachers’ Pension Plan, as part of a Thoma Bravo-led investor group, in the $2.4 billion sale of security system developer Blue Coat Systems to Bain Capital.
Weil retains its top-tier ranking in the restructuring category through numerous high-profile engagements including representing Financial Guaranty Insurance Company in Detroit’s Chapter 9 proceedings. Weil’s lawyers helped protect FGIC’s interests in litigation initiated by Detroit seeking a ruling that contracts related to certificates of participation issued to fund the city’s two pension systems, and all of Detroit’s obligations under those contracts, were void and unenforceable. Weil’s lawyers guided FGIC to a favourable settlement with respect to all its claims against the insolvent municipality, and helped FGIC receive new securities issued by Detroit which position FGIC to bid for certain city-owned properties and to exercise an option to develop the Joe Louis Arena property.
Weil has also played crucial roles in the municipal insolvencies of Stockton and Bernardino, California, and in matters arising from Puerto Rico’s debt obligations, as well as in the restructurings of Lehman Brothers, Washington Mutual, and MFGlobal UK.
White & Case is a global law firm to which lenders, arrangers, and borrowers readily turn when in need of financing for energy and infrastructural projects. The firm’s project finance division gets deals done across multiple jurisdictions and is attuned to the growing interest of Chinese, Korean, and Japanese sponsors and investors in Latin American projects. White & Case has also represented borrowers in such projects. In one notable borrower-side lending transaction, partner Carlos Viana made a critical contribution to the Matarani port expansion in Peru, detailed below. Latin America’s inbound deal flow from Asia is likely to increase as certain Asian countries come up against the limits of their internal natural resources. It will be interesting to see whether any law firms can match White & Case’s fluency with financing tools and products in international deals in the months to come.
A recent deal highlights the firm’s cross-border capabilities in lender-side work. In November 2014, New York-based partner Troy Alexander advised KEXIM, The Bank of Tokyo-Mitsubishi UFJ, Mizuho Bank, Nataxis, and Sumitomo Mitsui Banking Corporation as lead arrangers and lenders in a $700 million financing for Kelar. The loans, which come in various amounts spread out over several tranches, have helped position the borrower to fund the design, construction, and operation of an up to 517MW combined-cycle gas power plant in Antofagasta, Chile. The firm characterises this deal as unusual by virtue of its “build-own-operate-maintain” structure, whose use in Chile was a first.
In another November 2014 deal, New York-based partner Elena Millerman advised Goldman Sachs, Credit Suisse, Industrial and Commercial Bank of China, MUFG Union Bank, and Investec as joint lead arrangers in a financing of Panda Stonewall’s 778MW natural gas-fired power generating station under development in Virginia.
In June 2014, New York-based partner Eric Berg represented Deutsche Bank and Merrill Lynch as joint lead arrangers in a $650 million facility for Floatel International. The deal stands out as a Term Loan B financing undertaken in conjunction with Term Loan A and other financings the borrower was receiving. It enabled the borrower to pay off existing debts while meeting the costs of Bermuda-flagged vessels utilised in oil and gas field operations.
As copper production surges at Peru’s mines, partner Carlos Viana has taken the lead as counsel to the borrower and sponsor, Terminal Interacional del Sur and Santa Sofia Puertos, respectively, in a $280 million financing package for the expansion of the Matarani Port in Arequipa, Peru.
On the M&A side, White & Case has deployed experienced lawyers who came to the firm following the implosion of Dewey & LeBoeuf in May 2012. In a pending deal announced in April 2014, Morton Pierce and fellow Dewey alumni Robert Chung and Chang-Do Gong have advised Zimmer Holdings in its pending $13.35 billion acquisition of Biomet, a company taken private by Blackstone, Goldman Sachs, KKR, and TPG in 2007. The work of the White & Case team involved helping Zimmer persuade Biomet not to go ahead with a projected IPO as well as working out terms of the acquisition.
In December 2014, a large team of White & Case lawyers, led by John Reiss and Greg Pryor in New York, represented Regal Beloit Corporation in the $1.44 billion acquisition of Emerson Electric’s Power Transmission Solutions unit. In yet another energy sector deal, partner Michael Shenberg in New York worked with colleagues in Washington and Miami in the representation of Dynergy in $2.8 billion acquisition of Duke Energy’s PJM merchant generation and retail divisions. These included 11 merchant coal-fired and natural gas plants in Illinois, Ohio, and Pennsylvania with a 6,089MW capacity.
The firm’s M&A skills have helped it gain a role in numerous private equity buyouts. Highlights include a deal in October 2014 where partners Oliver Brahmst and Brian Smarsh advised CVC Capital Partners in a sale of part of its indirect equity and debt interest in Pilot Travel Centers to co-investor Pilot Corporation for an undisclosed amount. The White & Case lawyers had to engineer a complicated procedure involving an exit from a joint venture and detailed valuations of interests held by the seller at multiple stages. In another highlight, also in October 2014, Brahmst and Smarsh represented Maxum Enterprises in its acquisition of all the equity interests of Thomas Petroleum for an undisclosed amount. Under the terms of the deal, Maxum would get 100% of Thomas Petroleum’s equity interest in return for an affiliate of CL Thomas, of which Thomas Petroleum is a subsidiary, receiving an undisclosed number of Maxum’s equity interests.
Willkie Farr & Gallagher is prominent in many areas of transactional law. To emphasize the achievements of its private equity practice in 2014 and 2015 seems almost unfair to other transactional areas of the firm, but the practice deserves recognition for its work for high-profile clients on billion-dollar sales and joint ventures. The work frequently involves parties and assets in far-flung jurisdictions, as in the sale of Hilite International to a Chinese firm, detailed below. Observers are watching eagerly to see how Willkie will perform with some of the top industry players it had brought aboard recently, such as private equity lawyer Kirk Radke, who came over from competitor Kirkland & Ellis in February 2014, and another Kirkland alum, David Tarr, who joined in December 2014, and whose client base includes private equity sponsors as well as borrowers and lenders undertaking secured and unsecured deals.
Not all of the firm’s work in the private equity space is public, but it is possible to disclose a few recent highlights. Partner Gordon Caplan has advised Hudson’s Bay Company on a $1.8 billion joint venture with real estate owner Simon Property Group. The venture has a focus on credit tenant, net-leased and multi-tenanted rental properties. In July 2014, Caplan collaborated with his colleague, partner Morgan Elwyn, on the representation of Insight Venture Partners and GFI Software in the sale of the latter’s TeamViewer business to an affiliate of Permira-advised investment funds.
In February 2015, partner Bruce Herzog represented Safe Fleet, a Sterling Group portfolio company, in its acquisition of Elkhart Brass Manufacturing Company for an undisclosed amount. The deal came on the heels of Herzog’s advising Riverstone Holdings in September 2014 in the combination of Legend Production Holdings and KKR’s Premier Natural Resources into a new entity, Trinity River Energy.
In October 2014, partners Mario Schmidt and Octavio de Sousa represented Hilite International and 3i in Hillite’s $643 million sale to a Chinese state-owned firm, Aviation Industry Corporation of China. The firm characterises this deal as marking the biggest overseas investment to date by a Chinese entity in a German/US asset. In order to close the deal, Willkie’s lawyers had to address issues raised by the Committee on Foreign Investment in the United States, commonly known as CFIUS, which scrutinises inbound cross-border deals and their possible consequences for national security.
In another October 2014 deal, partner David Boston advised a Crestview Partners portfolio company, Victory Capital Management, in its acquisition of Munder Capital Management for an undisclosed amount.
WilmerHale, a law firm with more than 1,000 lawyers in 14 offices, enjoys a reputation as an advisor to some of the world’s leading commercial and investment banks, including Bank of America, HSBC, JPMorgan Chase, and Morgan Stanley. The firm fights for banks as they strive to comply with regulatory requirements, in and out of court, at the state, federal, and global levels. Its partners are well known to regulators at the Securities and Exchange Commission, the Federal Trade Commission, the Office of Foreign Assets Control, the Consumer Financial Protection Bureau, the Federal Reserve Board, the Office of the Comptroller of the Currency, and many other regulatory agencies. Feedback from the firm’s clients in recent months has been quite strong, with a few caveats.
A general counsel at a leading global bank gives the following assessment: “We have used the firm for a significant number of high-profile regulatory matters. I’d say that in that space, there’s no one better. They have a superb and deep team when it comes to regulatory investigations, and they are especially knowledgeable about the SEC and the Department of Justice. They have a good feel for things, particularly in a space where, if you’re a financial institution, your options are relatively limited.”
A second client reports, “The quality of the work is excellent. I’ve been very pleased. But in contrast to a firm such as Buckley Sandler, WilmerHale’s reputation is probably as a little more of a brawler, a bit more contentious and there have been a couple of times when the turnaround time may not be as fast as I might have wished.”
A third client states, “We use them extensively for a number of different high-stakes regulatory matters. They’re not really the firm we use for technical questions, they’re the ones for the higher-stakes investigations. We find them very thoughtful and helpful. The costs tend to come in high compared to other firms, but you get what you pay for.”
Much of WilmerHale’s work for financial institutions is of the utmost sensitivity and highly confidential, but it is possible to disclose a few recent highlights. Noah Levine and Alan Schoenfeld have taken the lead in the representation of JPMorgan Chase as the bank has undergone scrutiny by California’s Attorney General with respect to its credit card debt collection. Along with Morgan Lewis & Bockius, WilmerHale’s team has advanced arguments about the bank examination privilege and its application in California courts. The outcome was highly favourable to WilmerHale’s client, with the Attorney General’s petition for writ review going down to defeat.
Schoenfeld, Levine, and colleague Seth Waxman have represented Bank of America in four separate cases heard by the US Supreme Court concerning Truth in Lending Act issues, and specifically the right of rescission. The cases arose from borrowers’ claims that lenders which had provided them with mortgage finance loans had failed to make all necessary and proper disclosures at the time the loans closed. Litigation over these issues is ongoing.
David Lesser has acted as counsel to various HSBC entities in class actions alleging that the bank’s interchange fee for credit card transactions, along with certain rules enforced by Visa and Mastercard, have an adverse effect on the merchant discount fees paid by retailers. Plaintiffs have charged the bank with violating federal antitrust laws. In November 2014, the US District Court for the Northern District of California dismissed plaintiffs’ claims, but the matter is still under appeal.