2014 was a year of huge and complex deals. If size were the key metric, then no recap would be complete without mention of Comcast Corporation and Time Warner Cable’s announcement in February of their agreement for the former to buy the latter company for $45.2 billion. Davis Polk & Wardwell and Willkie Farr & Gallagher are advising Comcast, while Time Warner Cable has retained Skadden Arps Slate Meagher & Flom and Paul Weiss Rifkind Wharton & Garrison.
Another transformative deal saw AT&T and DIRECTV announce in May that they had entered into an agreement for AT&T to acquire DIRECTV for $48.5 billion. As of presstime, the deal was still undergoing antitrust review, but was not expected to founder as AT&T’s 2011 bid to acquire T-Mobile had done. Dozens of firms are involved, with Sullivan & Cromwell taking the lead as AT&T’s counsel and Weil Gotshal & Manges playing a crucial role for DIRECTV.
But complexity, as opposed to sheer size, is the most salient feature of M&A in 2014. One of the year’s most heralded deals, and one that is representative in its unpredictable twists and turns and the number of parties and interests involved, was Tyson Foods’ $7.8 billion acquisition of Hillshire Brands Company, completed in the final week of August. Tyson, advised by Davis Polk & Wardwell, emerged as the winner in a saga that started out with Hillshire planning to acquire PinnacleFoods for $6.6 billion, with help from Hillshire’s counsel, Skadden. Cravath Swaine & Moore advised Pilgrim’s Pride on an unsolicited $7.7 billion offer to acquire Hillshire. Pinnacle’s announcement on June 30 that it was terminating its merger agreement with Hillshire paved the way for Tyson to pursue its ultimately successful bid for Hillshire.
Deals involving branded food companies were a leitmotif of 2014. In May, Kirkland & Ellis advised Golden Gate Capital in a $2.1 billion agreement to acquire the Red Lobster chain of restaurants from Darden Restaurants, advised by Latham & Watkins. Skadden advised Valeant Pharmaceuticals regarding the antitrust aspects of Nestle’s $1.4 billion acquisition of Valeant’s skin care treatments.
Private equity was another salient feature of 2014 deals, with highlights including two Skadden deals in March: representing the Permira funds in their $1.1 billion sale of Renaissance Learning to Hellman & Friedman, and providing counsel to TPG in its $1.5 billion purchase of The Warranty Group. Also in March, Paul Hastings represented HIG Capital in the sale of American Hardwood Industries to Baillie Lumber for an undisclosed amount.
Michael Washburn - Americas Editor
Allen & Overy engineers capital markets debt and equity transactions through its New York office under the oversight of partner Cathleen McLaughlin, who founded the firm’s Latin America practice and has broad experience in cross-border capital markets deals. The firm’s advising of Royal Bank of Canada on the establishment of a covered bond program has contributed to the adoption of such programs by Bank of Montreal, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, National Bank of Canada, Toronto Dominion Bank, and La Caisse central Desjardins du Québec. Like other global firms, part of Allen & Overy’s international strategy involves helping local companies in Latin America change their orientation by breaking through to the global capital markets and carrying out deals. Clients include underwriters as well as issuers. A sampling of recent deals conveys the breath of the practice’s expertise as well as its general strategy.
McLaughlin and her colleagues have represented Brazilian mining company Samarco Mineração in debt offerings. In October 2012, the lawyers advised the client on its debut international issuance of $1 billion of Rule 144A/Regulation S 4.125% notes and then, in September 2013, they provided counsel on the client’s bond issue of $700 million Rule 144/Regulation S offering of 5.95% notes.
In April 2013, McLaughlin advised Corporación Lindley, Peru’s sole authorized Coca-Cola bottler and distributor, in two high-yield bond issuances.
In September 2013, McLaughlin’s client was none other than the government of Jamaica. The deal involved an exchange offer for 8.50% amortizing notes due 2021, issued by a company in Jamaica, CAP, and guaranteed by the government, for 8.50% amortizing notes due 2021 issued by the government. The transaction came hot on the heels of a deal in August 2013 in which McLaughlin advised Bolivia’s government on an international issuance of $500 million in Rule 144A/Regulation S 5.95% notes due 2023.
In a further illustration of cross-border acumen, this time involving a Canadian issuer selling securities into the United States, McLaughlin acted as issuer’s counsel to The Bank of Nova Scotia in relation to senior notes structured products takedowns from its shelf registration statement.
On the underwriter side, McLaughlin and colleagues in February 2013 advised Citigroup, Scotia Capital, and BBVA in a high-yield offering of 8.125% senior secured notes due 2020. The issuer in this $260 million deal was Grupo Cementos de Chihuahua, represented at the global level by Cleary Gottlieb Steen & Hamilton.
Bracewell & Giuliani is having a strong year and providing further proof that it isn’t just the biggest and most recognised firms that lure top people in the legal field. In a major coup, Bracewell snagged Houston-based attorney Michael Niebruegge, widely regarded as one of the leading syndicated oil and gas finance lawyers in America, from Cadwalader Wickersham & Taft in July 2014. Niebruegge’s hiring is just the latest sign that Bracewell is not a small firm at the margins of the energy transactional field, if it ever was, but a player with a growing capacity to do deals for such lenders as Bank of America, Citibank, and Wells Fargo, all of which have worked with Niebruegge and may now hire Bracewell more regularly.
As the relationship with Wells Fargo grows, Bracewell may quickly develop a broader presence in midstream lending, building on deals such as partner Kate Day’s recent work with EnLink (detailed below). The lending work complements an M&A practice which regularly carries out multi-billion dollar energy sector mergers. Other global banking clients for which Bracewell has done notable work in recent months include Société Générale, Scotiabank, Sumitomo Mitsui Banking Corporation, and Macquarie.
Clients of the firm have offered positive feedback about the quality of Bracewell’s legal work, but have a nuanced assessment of the firm’s billing methodology. One client told IFLR1000, “I have only positive things to say about the people I’ve dealt with at this firm. They are very competent, insightful, practical, and efficient. I do think they are expensive, but that isn’t unique to them.”
A second client has a more nuanced view: “As far as the legal services went, our experience was great, we had no issues. The main issue we had was from an expense standpoint. We find they’re not that cheap, and they seem to run the hours up pretty quickly.” The same client adds, “I think they realise the market is competitive. They bid on another deal, and the bid was much more competitive this time around but still a little over what we felt was market.”
Banking and finance
In March 2014, Houston-based partner Kate Day was instrumental in the formation of a midstream master limited partnerships, EnLink Midstream Partners. Day represented Bank of America as administrative agent and arranger in a $1 billion revolving credit facility for EnLink Midstream Partners, and a $250 million secured revolving credit facility for EnLink Midstream, the holder of partner interests in the former entity. In November 2013, another Houston-based partner, Dewey Gonsoulin, advised Société Générale as administrative agent in a $1 billion senior secured reserve-based revolving credit facility for a confidential, privately held exploration and production firm as a borrower undertaking the acquisition and development of oil and gas properties in Texas. The scheme involved securing the properties with subsidiaries as well as assets of the borrower.
A deal nicely illustrating the firm’s capabilities in project finance came in spring 2013 with New York-based partner Richard Farmer advising Sumitomo Mitsui Banking Corporation in financing for the purchase by a private equity client of a 121-MW dual fuelled combined cycle power plant in Florida for an undisclosed amount.
On the M&A side, Houston-based partner G Alan Rafte in October 2013 advised Apache Corporation in the sale of its Gulf of Mexico Shelf operations to Riverstone Holdings affiliate Fieldwood Energy for $3.75 billion. In July 2013, Houston-based attorneys Gary Orloff and Michael Telle advised Lufkin Industries in relation to a merger plan pursuant to General Electric’s $3.3 billion acquisition of Lufkin.
Cadwalader does not pretend to be everything to every client or potential client. The firm cultivates a persona as a highly specialised player in the more complex and challenging areas of banking, structured finance, derivatives, securitization, investment management, M&A, private equity, restructuring, and, of course, financial sector rules and regulations in a state of ongoing metamorphosis.
Changes in leadership in recent months have signalled a new direction for the firm. James Woolery, former co-head of JPMorgan's North America M&A practice, came aboard in February 2013 as co-chair of Cadwalader's corporate group and deputy chair of the firm. Cadwalader announced that Woolery would become chairman of the firm in January 2015. Woolery's appointment makes sense; he can take credit for one of the most significant and long-awaited developments in global mergers and acquisitions, namely the closing of the Dell-Silver Lake merger in October 2013 (detailed below), which some observers doubted would ever close because of long-running shareholder quarrels over the terms.
Although Cadwalader lost a leading lawyer, oil and gas transactional partner Michael Niebruegge, to Bracewell & Giuliani in July 2014, and has also lost several partners with a securitization focus recently, the firm's transactional record for the past 18 months has been strong, and feedback from clients has been positive.
A number of Cadwalader's partners have developed longstanding institutional relationships with clients, or have cultivated a public persona in a given area of expertise. Banking lawyer Steven Cohen has done major deals for global bank BNP Paribas in recent months, while on the regulatory side, partner Steven Lofchie continues to win acclaim and recognition throughout the industry for his nuanced understanding of how recent and ongoing reforms affect derivatives transactions.
One client gave IFLR1000 the following feedback: “We think very highly of Steven Lofchie and we continue to use him extensively. Lofchie really has a really good handle on the market and what his clients need, and he gives very solid advice. We use the firm also for structured products, investments, and structuring and for that we typically turn to Richard Schetman. Take any kind of structured product, and he'll be able to cut through it all and give you timely advice. For a senior partner, he is both very hands on, and super-commercial.”
Banking and finance
In March 2014, Steven Cohen oversaw a team of lawyers advising BNP Paribas and ABN AMRO in relation to a $1.15 billion syndicated credit facility for United Kingdom-based steel trader Stemcor Holdings and subsidiaries, as part of Stemcor's far-reaching debt restructuring.
In the spring of 2013, Malcolm Wattman acted as lead partner in an innovative deal marking one of the few cell tower securitisations on record. Wattman advised SBA Communication Corporation with respect to its private placement of $1.3 billion of secured tower revenue securities. These securities, issued in two series with five- and ten-year maturities respectively, are backed by collateralised revenue from over 5,000 cell phone towers owned or leased by SBA affiliates.
Another client reports, “I primarily use Cadwalader for derivatives and trading documentation advice - derivatives transactions, structured credit transactions, re-packagings, securitisation work, bespoke structured credit transactions. Cadwalader is very good at commoditised securitisation as well. Out of Davis Polk, Cleary, and Cadwalader, I'd put Cadwalader at the top, and they're significantly less expensive.”
The manager of a hedge fund told IFLR1000, “Lary Stromfeld has been my go-to lawyer for over two decades. He's got deep expertise across the municipal space, including credit, securities law, tax law, and derivatives. He also has commercial antenna. I don't pick him up and get a dissertation, I get headline on why something mattes. At his right hand is Ivan Loncar, who can quickly digest complicated questions and translate the answers into trader and business friendly terms. His depth is really impressive.”
In October 2013, a major milestone in contemporary M&A occurred, with the closing of Dell's going-private transaction with Michael Dell and Silver Lake. Dell had announced in February 2013 that it had entered into a merger agreement by which Michael Dell and Silver Lake would purchase Dell for $13.65 per share, in a transaction with a $24.4 billion overall value. Objections from shareholders led to protracted wrangling and finally to a revised merger agreement in August 2013 that boosted the value to unaffiliated shareholders by $350 million. The voting standard for the deal changed to require by the majority of disinterested shares. The firm characterises this deal as the largest LBO since the global financial meltdown and as a transaction that may set a precedent with regard to procedural protections negotiated for shareholders.
For yet another year, Cahill maintains its largely undisputed position as the leader of high-yield debt transactions. Its depth of experience and expertise in this area are virtually unrivalled. The firm perfectly grasps the intersection of capital markets and acquisition finance, as in the Renaissance Acquisition senior notes issuance described below. Outside the high-yield context, the firm has ridden high on the wave of equity capital markets propelled by robust IPO activity in recent months.
It is a complex market. One peer at a different firm told IFLR1000 that in his opinion, what may look like a law firm’s high deal flow on the high-yield side may come from the representation of large syndicates of banks, not all of which have specifically asked to hire the law firm in question. A financial institution might sometimes become a client by default, simply by virtue of belonging to a syndicate where one of the others puts the law firm forward as a first choice for joint book-running managers’ counsel. In any event, this caveat would not detract from the outstanding expertise of Cahill’s lawyers in capital markets transactions and the superlative praise the firm draws from clients year after year.
One client reports, “They are my predominant outside counsel. There’s a reason for that. They’re sharper than anybody else on the state of the market. You don’t have to spend time educating Cahill’s lawyers about the state of play in the market. The quality of the lawyers, the depth of the bench is impressive. They’re very commercial, and helpful about figuring out commercial solutions. They’re able to face off against the most challenging and sophisticated of my clients.”
A second client comments, “They’re probably one of the most responsive firms on the street. They have some great partners, and they are a great resource to have working with you. And I think we enjoy our relationship. I think my company is very happy with them, they’re a go-to firm for us.”
According to a third client, “I work with Jonathan Schaffzin frequently. He’s outstanding. He’s been around long enough to have a seasoned perspective on the tough situations, the grey areas where it’s not a simple yes or no answer. He can provide the right advice on how to proceed on those tricky legal points. I have a tremendous amount of confidence in the advice he gives us.”
Banking and finance
On the bank lending side, Daniel Zubkoff and Corey Wright in June 2013 advised JPMorgan, Wells Fargo, Barclays, and Citigroup as lead arrangers in relation to $11.5 billion of credit facilities to finance part of the $23 billion leveraged buyout of HJ Heinz by Berkshire Hathaway and 3G Capital Partners. But the firm’s most nimble and effective engagement in this area in all of 2013 may have been James Clark and Michael Sherman’s work as counsel to BofA Merrill Lynch as administrative agent in the provision of several loans used partially to finance Michael Dell and Silver Lake Management’s $24. 9 billion buyout of Dell in October 2013. The largest leveraged buyout since 2007 netted Dell stockholders $13.75 in cash for each share of Dell common stock they held, apart from a special dividend of 13 cents per share.
In October 2013, John Tripodoro and Douglas Horowitz advised the underwriters in Deutsche Telecom’s offering of $5.6 billion of T-Mobile notes, which Deutsche Telecom sold as part of T-Mobile’s merger with MetroPCS Communications. The firm characterises this deal as the second-largest high-yield offering of 2013. Tripodoro and Stuart Downing were counsel to Deutsche Bank Securities, Citigroup, Barclays, UBS Investment Bank, Mizuho Securities, RBC Capital Markets, Macquarie Capital, and HSBC as joint book-running managers and co-managers in relation to Renaissance Acquisition’s offering of $575 million of notes due 2021, proceeds of which will go toward the buyout of Gardner Denver by KKR.
In another October 2013 deal, Tripodoro and William Miller advised Citigroup and other joint book-running managers in relation to $1 billion of first-priority senior secured notes due 2020, and $1.15 billion second-priority senior secured notes due 2021, issued by Caesars Entertainment Resort Properties.
In one of the highlights of Cahill’s work in the equity capital markets, Schaffzin, Miller, and Downing represented the underwriters in relation to Envision Healthcare’s $1.1 billion IPO in August 2013, some of the proceeds from which went toward re-financing the client’s debts.
Chadbourne’s investment funds practice has been flourishing in recent months, and clients have singled out partner Scott Naidech for praise. The firm’s strategy in this period has involved aggressive cross-border fund formation, of a mid-market character (up to $500 million), with an increasing focus on Latin America.
The co-manager of an energy firm told IFLR1000, “Scott Naidech is a brilliant guy. He does everything outstandingly in terms of the law. Compared to other New York law firms, this firm ranks at the top in my mind.”
Another client reports, “We have been working with this firm since 2008. They have helped us to create legal documents for a private equity fund. The work has been outstanding, always very good. We are happy with Chadbourne & Parke and especially with Scott Naidech and David Lineham, who is more junior than Scott but has also participated significantly. They are quite expensive, but that is not unique to them.”
Naidech is advising a limited partnership with a focus in power and energy sector investments, whose identity is not public, in confidential transactions in South America. He is working alongside a local firm providing Chilean law advice. The deal illustrates how cross-border fund formational work allows investors to tap into lucrative opportunities in the burgeoning markets of Chile, Colombia, and Peru. Naidech is also acting as counsel for Fuller Smith Capital Management in Saviva FS I LP’s formation and transactions. The fund is a bit of an unusual animal. Raising capital on a deal-by-deal basis, it pursues a strategy of investing in businesses pioneering technology that slashes costs and minimizes waste in the production of energy and/or food.
In yet another engagement, Naidech in November 2013 advised Bolivian Investment Management in the structuring and formation of Locfund II, whose purpose is to provide local currency debt instruments to microfinance institutions in Latin America and offshore.
Cross-border deals come naturally to a law firm that originated in 1946 when the need existed for a sophisticated transactional firm to help administer the Marshall Plan to a ravaged continent. Since those early days, Cleary has grown into a highly sophisticated provider of transactional and regulatory expertise with 36 offices around the world.
Banking and finance
Emblematic of Cleary’s trend-setting role in global project finance is partner Richard Lincer’s advising of Aerostar Airport Holdings, a joint venture of Highstar Capital and Grupo Aeroportuario del Sureste, in a 40-year lease to operate Puerto Rico’s San Juan Luis Muñoz Marin International Airport in the form of a public-private partnership (PPP). This transaction put Aerostar in a position to move ahead with a $1.4 billion investment over the duration of the lease to make major upgrades to an airport handling well over eight million passengers annually.
Another highly innovative engagement comes in the form of Cleary’s representation of Deutsche Bank as lender under a senior credit facility (amount undisclosed) to a subsidiary of HydroChile, a renewable power firm, for purposes of financing two run-of-the-river hydroelectric power plants operated by HydroChile. Cleary’s role extends from representing Deutsche Bank on the original facility, through various amendments.
The sophistication of Cleary’s cross-border work is not confined to project finance. The firm has done innovative work in recent months mingling elements of bank lending and capital markets. In January and March 2013, Meme Peponis acted as counsel to Warburg Pincus portfolio company CPP in connection with a $700 million credit facility, part of which went toward financing CPP’s acquisition of Turbine Technologies Group. In May 2013, Laurent Alpert advised Alpha Natural Resources on the refinancing of its existing senior secured credit facilities, enabling the client to pay off outstanding term loan A obligations and raise its revolving facility capability from $1 billion to $1.1 billion.
Cleary’s cross-border expertise carries over into the capital markets and informed the firm’s work on behalf of Petroleo Brasileiro in May 2013 as the client undertook an SEC-registered offering of $11 billion of guaranteed senior notes. Petrobras’s Dutch subsidiary, Petrobras Global Finance, issued the notes in six tranches, in what observers have called the largest-ever debt offering by an emerging market company.
In the derivatives space, Cleary’s record stands out for sheer deal volume. The firm acted as counsel in more than $26 billion of CLO transactions in 2012 and 2013, with over $16 billion of that total falling in 2013. From 2013 through April 2014, the firm acted as counsel to Citigroup Global Markets on the structuring and offering of nearly $8 billion in 17 CLO deals. Cleary claims to have advised on more than $2 trillion of agency mortgage-backed deals since 2001. The firm also advises Bank of America Merrill Lynch, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, and Morgan Stanley with respect to regulatory issues and the pioneering of derivatives templates and guidelines by the International Swaps and Derivatives Association.
Cleary continues to play a role in industry-transforming mergers, as exemplified by Paul Shim and colleagues’ representation of Suntory Holdings in its $16 billion acquisition of global spirits company Beam. Another standout is Robert Davis and Leinward’s advising of Neiman Marcus, TPG Capital, and Warburg Pincus in the sale of Neiman Marcus to Ares Managemnet and the Canada Pension Plan Investment Board for roughly $6.1 billion in October 2013. In another deal with a distinct private equity component, Davis and Leinward advised Warburg Pincus and Bausch + Lomb in the latter’s $8.7 billion acquisition by Valeant Pharmaceuticals in August 2013.
Although Ropes & Gray acquired TPG as a client about seven years ago, eroding Cleary’s near-monopoly on TPG deals, Cleary continues its regular work for the client in areas ranging from fund formation to M&A. Recent deals include the formation of TPG Opportunities Partners III, which specialises in private equity investments in the Asia-Pacific region, and the acquisition of a significant share in funds managed by Octavian Advisors. In separate engagements, New York-based partner Michael Gerstenzang is advising HSBC on the structuring of private equity fund-related investments, and has provided counsel to Advanced Finance & Investment Group concerning its recapitalisation and the establishment of an “annex” fund.
Restructuring and insolvency
Cleary’s recent engagements in the restructuring space are too numerous and complex to list here but recent highlights include Thomas Moloney and Sean O’Neal’s work on behalf of Wilmington Trust as special counsel to the indenture trustee in the drawn-out saga of Residential Capital’s Chapter 11 proceedings; Richard Cooper and Lisa Schweitzer’s advising of an ad hoc group of bondholders in the restructuring of Maxcom Telecommunications; and Cooper’s role, with Francisco Cestero, as counsel to an ad hoc group of bondholders of Oleo e Gas Participacoes in what the firm characterises as the biggest-ever private Brazilian reorganisation.
Cravath may not have dozens of offices around the world, but its record of achievements over the past year goes to show, once again, that a smaller nimbler operation may not only be more cost-effective for clients, but also quite effective at doing complex deals. The firm’s deep relationships with many of the world’s leading corporations and investment banks provide abundant evidence of this fact.
Banking and finance
On the banking and finance side, one of the firm’s most entrenched and lucrative relationships is with Credit Suisse. Partner Stephen Kessing advised Credit Suisse and other arrangers in relation to $8.3 billion of credit facilities for CHS/Community Health Systems, for purposes of acquiring Health Management Associates. Michael Goldman advised Credit Suisse in relation to a $600 million senior secured credit facility to finance Lineage Logistics’s acquisition of Millard Refrigerated Services in April 2014. The firm’s work for Credit Suisse carries over to the oil and gas sector, as exemplified by Paul Zumbro’s advising the bank on a $350 million credit facility for Bennu Oil & Gas to finance its acquisition of Gulf of Mexico assets of ATP Oil & Gas Corporation.
Cravath’s capital markets practice advises issuers and managers with equal fluency. It is among the most sophisticated in the world and retains this status by keeping abreast of, and helping clients capitalise upon, trends and developments such as the growing appetite among Australian companies for gaining access to the US capital and bank lending markets.
A measure of its success is that certain high-profile clients who do an IPO under Cravath’s auspices come back to the firm for help with secondary offerings and debt offerings. Recent highlights of the practice’s work include Joseph Zavaglia advising a confidential client on two registered senior debt offerings in October 2013 and March 2014 totalling $2.25 billion and William Rogers acting as counsel to another confidential client in a $4.5 billion registered debt offering in February 2014. On the equity side, Stephen Burns and Johnny Skumpija advised a client in relation to its $3 billion registered common stock offering and its $978 million registered stock offering, closing October 2013.
A client at a leading corporation utilising Cravath’s capital markets practice reflects, “Cravath has served as one of our primary outside counsels for over 20 years. They’ve helped us in a wide variety of different matters and transactions including an IPO, secondary equity offerings, and, more recently, a 144A debt offering. I would say that the firm in general, but specifically the capital markets team, provides the highest quality legal services that I think we get from any outside counsel.”
The same client continues, “I’ve found their work to be uniformly excellent. They get some of the brightest people, they have a pretty broad range of expertise, and the quality of the lawyers is uniformly high. They’re very responsive and I think they really meet the client’s needs in pretty much all facets.”
On the M&A side, recent standout deals include Scott Barshay and George Schoen’s representation of AerCap Holdings in relation to its planned $5.4 billion acquisition of International Lease Finance Corporation from American International Group, Robert Townsend and Damien Zoubek’s advising Johnson & Johnson on the planned $4.15 billion sale of Ortho-Clinical Diagnostics to The Carlyle Group, and Townsend and Zoubek’s representation of Lender Processing Services in its $4.3 billion sale to Fidelity National Financial.
A client of the M&A practice offers the following feedback: “They helped us on one of the most complicated transactions I’ve worked on in 20-plus years, and they were fantastic. I found them to be very smart, very capable at managing a large project. They’re expensive, but they’re good. George Schoen is level-headed, creative and has an air of capability and confidence. The associates are some of the hardest-working people I know. I was originally concerned because they’re in New York and we’re in Houston and it was a global transaction, but they managed it very well.”
Restructuring and insolvency
Veteran partner Richard Levin’s restructuring practice furnishes further evidence of the benefits of a smaller and more nimble practice. Levin and colleagues Richard Clary and Michael Paskin buttress the institutional relationship with Credit Suisse by representing the bank and several of its US and non-US subsidiaries as creditors in the Chapter 11 proceedings of Lehman Brothers. The Cravath lawyers’ work focuses on Credit Suisse’s derivatives and trading positions with numerous Lehman entities in the US and Europe as well as termination rights and claims against the Lehman estates.
Many firms make grandiose claims about their experience and expertise, but only a relative handful can substantiate those claims. Davis Polk’s credentials come across in one of the only ways that count. In a post-crisis regulatory environment where a misstep or failure to follow the letter of the law, as interpreted by vindictive regulators, can lead to catastrophe, few law firms have developed as many institutional relationships with commercial and investment banks, both on the transactional side and on the regulatory side, as Davis Polk. On the lending side, clients of the firm include Bank of America Merrill Lynch, Barclays, Credit Suisse, Citibank, Deutsche Bank, Goldman Sachs, Jefferies, JPMorgan, Morgan Stanley, and Wells Fargo. In regulatory matters, the firm advises all the largest US banks except for Wells Fargo on matters ranging from Volcker Rule compliance to the drafting and filing of living wills. (The specific engagements vary from bank to bank.)
Indeed, Davis Polk stands out this year for its regulatory advisory work for banks. Besides representing seven of the eleven “first round” global systemically important financial institutions, the firm has been making a push on the Basel III and prudential supervision front. Davis Polk conducts webcasts, publishes articles, and makes available a Standardized Risk Weights Tool to help clients at a mid-point between Basel I and Basel III compliance understand the risks that different assets carry and what their credit risk will be in one or another scenario. Davis Polk has also represented trade organisations SIFMA, ABA, FSF, FSR, IIB, and TCH in the preparation of comment letters regarding the Federal Reserve’s review of financial holding companies’ physical commodities and merchant banking capabilities.
Banking and finance
As critical as regulatory work is, it is in the transactional space that Davis Polk continues to carry out deals of often staggering size and complexity. In October 2013, partner Jason Kyrwood advised JPMorgan, Morgan Stanley, Barclays, and Merrill Lynch as joint lead arrangers with respect to $75 billion worth of credit facilities for the acquisition by Verizon Communications of Vodafone Group’s 45% stake in the Cellco Partnership (doing business as Verizon Wireless) joint venture. The firm characterises this transaction as the largest financing of its kind in corporate history. The banking practice kept busy well into the summer of 2014, with one highlight seeing partner James Florack advise JPMorgan Securities as lead arranger and JPMorgan Chase Bank as bookrunner in relation to a $1 billion credit facility for The Dun & Bradstreet Corporation, amending and restating an existing $800 million facility.
From a certain point of view, size matters far less than creativity and innovation, but Davis Polk is no slouch in that department either. Partners Yukako Kawata and John Butler have provided counsel to a client looking to expand its operations and branch out into new transactional areas through the formation of an independent unit with a fundamentally different orientation. As with many deals on behalf of high-profile clients, the details are not public, but the deal is symbolic of the growing appetite among clients for acquiring stock in companies as opposed to traditional cash loans.
In a deal announced in February 2014, David Caplan and William Chudd are advising Comcast in relation to its agreement to merge with Time Warner Cable in a $45.2 billion stock-for-stock transaction. Davis Polk’s work on this deal, one of the largest mergers in history, comes hot on the heels of the firm’s advising of Comcast on the $16.7 billion acquisition of GE’s common equity stake in NBCUniversal in 2013. In June 2013, partners John Bick, Arthur Golden, and Michael Davis represented HJ Heinz Company in its $28 billion acquisition by Berkshire Hathaway and 3G Capital.
Restructuring and insolvency
In the restructuring space, partners Marshall Huebner and Brian Resnick handled the representation of Lehman Brothers International Europe and its affiliates in the United Kingdom as they pursued their claims against Lehman Brothers Holdings and subsidiaries. Acting in concert with Linklaters, Davis Polk’s lawyers were able to achieve a settlement of $38 billion in claims between the parties.
Much of Debevoise’s most distinguished work in recent months has been in the regulatory space. Debevoise’s financial services regulatory practice has earned a move up from our third to our second tier this year, through its highly effective work on the advisory and enforcement levels, its prominent role in financial institution M&A, and outstanding feedback from clients and peers. A regulatory practice is an essential complement to a transactional practice, and at many firms the two are increasingly commingled as transactional clients demand to know whether a given complex deal can proceed at all in the current regulatory environment. Debevoise meets this need admirably.
Other practice areas of the firm – banking, project finance, capital markets, M&A, private equity, investment funds, and restructuring – have also performed quite strongly over the last 18 months. Capital markets have been a particular forté, with the firm advising Credit Suisse, Goldman Sachs, Deutsche Bank, Citigroup, Credit Suisse, HSBC, and Morgan Stanley on debt and equity offerings.
Banking and finance
Indeed, one of the firm’s hallmarks is the representation of financial institutions in transactions critical to their overall health and viability. This role is particularly evident in the bank lending market. In June 2013, David Brittenham led a team of finance lawyers advising US Foods with respect to its $2.1 billion refinancing of two existing term loan credit facilities. Two months later, Jeffrey Ross oversaw the representation of Booz Allen Hamilton in a $1 billion refinancing and repricing of its existing secured credit facilities.
Debevoise’s capital markets group has had some notable successes over the past 18 months, including Peter Loughran’s advising Envision Healthcare on its $1.1 billion IPO of common stock in August 2013; Matthew Kaplan’s work on behalf of Westpac Banking Corporation in its $1.4 billion notes offerings in July 2013; and Paul Rodel’s representation of American Airlines in the latter’s $1.4 billion trust certificates offering in July 2013. Debevoise has been quite extensively involved in the airline’s efforts to get back on its feet, as detailed below.
With respect to investment funds, Debevoise’s strategy involves representing high-end private equity shops in their fund formations. Recent work includes representing Global Infrastructure Partners in the formation of an $8.25 billion infrastructure fund, advising Providence Equity Partners on the formation of a $5.1 billion global media and communications fund, and providing counsel to EIG Global Energy Partners in the formation of a $6 billion fund with a focus on power and energy infrastructure investments.
When it comes to financial institution M&A, Debevoise lawyers continue to do work of a sophistication comparable to the work of Davis Polk & Wardwell or Simpson Thacher & Bartlett. In December 2013, Andrew Bab and John Vasily oversaw a team of lawyers representing American International Group in the $5.4 billion sale of its 100% interest in International Lease Finance Corporation to AerCap Holdings. Another Debevoise team advised Goldman Sachs and Global Atlantic on the separation of the latter company from Goldman in May 2013 and worked on the acquisition of Aviva’s US life insurance business by Global Atlantic’s subsidiary, Commonwealth Annuity and Life Insurance Company.
On the pure M&A side, partners Jeffrey Rosen, William Regner, and Michael Diz oversaw the closing of one of the most widely anticipated M&A transactions of the century. The Debevoise lawyers represented the Special Committee of the Board of Directors of Dell in the $24.9 billion sale of Dell to an investor group including Michael Dell and Silver Lake.
Like most global law firms, Debevoise does more than enough private equity M&A for its work on behalf of private equity clients to be classed as a distinct practice area. Standouts include partner Paul Bird’s work for AssuraMed in its $2.2 billion sale to Cardinal Health in March 2013, and Bird’s work, with partner Jonathan Levitsky, on behalf of The Carlyle Group in its $3.3 billion acquisition of Getty Images, closing in October 2012.
Restructuring and insolvency
Partners Richard Hahn and Jasmine Ball played a critical role in the American Airlines restructuring, overseeing a team of lawyers who acted as special aircraft financing counsel in the capital raising and restructuring that finally enabled American to emerge from bankruptcy in December 2013, against the expectations of some observers who saw American’s situation as hopeless. Debevoise is also playing a role in another challenging restructuring, acting as counsel to Berkshire Hathaway as secondary insurer under $800 million of the City of Detroit’s bond obligations.
Dechert is a well-rounded corporate law firm with a visible and growing presence in such areas banking, capital markets, M&A, private equity, and restructuring. Banking and finance partner Scott Zimmerman has made a signal contribution within the last year to the growth of certain of the firm’s institutional relationships on the lending side.
A client told IFLR1000, “We use three different law firms, and Dechert is one of those. We’ve been very pleased with Dechert and with Scott Zimmerman in particular. Scott’s a financing attorney, so he’s involved in overseeing our credit documents. Scott separately represents private equity clients, and so has a good understanding of what’s market for investors. Lastly, Scott also has experience with restructurings and workouts. Some of our situations move in directions we don’t expect them to go, and Scott’s helpful there too.”
A second client says, “The partner I work with most often is Jay Alicandri. He does a great job in terms of advocating for the client, he’s very timely, very reliable, and very knowledgeable about the space for the deals that he’s representing us on. Plus he’s highly commercial.”
Banking and finance
Zimmerman took the lead in the representation of Prospect Capital Corporation in relation to a $260 million senior secured financing to fund Broder Bros’s acquisition of Ash City USA. The acquirer also benefited from a $300 million revolving credit facility and a $30 million revolving sub-facility from Bank of America. Zimmerman’s recent work is the continuation of high-profile representations for Prospect as lender in deals involving AWS Energy and Crosman Corporation, in an acquisition financing and a term loan, respectively.
Another institutional relationship, the representation of Franklin Square Capital Partners and its affiliates, is the domain of partner Jeffrey Katz. He had handled matters for the client and three business development companies associated with it, FS Investment Corporation I, FS Investment Corporation II, and FS Energy and Power Fund, in a series of financings. Recently, Katz advised Broad Street Funding, a subsidiary of FS Investment Corporation, in relation to an amendment and extension of its $125 million secured revolving credit facility, with Deutsche Bank acting as administrative agent and lender.
Within the past year, Dechert has proven its mettle once again as underwriter or issuer counsel in cross-border capital markets transactions where some of the most esteemed law firms on the planet worked on the other side of the transaction. Capital markets partner Howard Kleinman has taken the lead in the representation of Credit Suisse and Barclays Capital in a $282 million global public offering of common shares of Mexico-based Grupo Financiero Interacciones. David Cho’s advised issuer OCI resources in a $95 million master limited partnership IPO in September 2013.
On the M&A side, the firm has carried out major multijurisdictional deals over the past year. In one of the highlights, Philadelphia-based partner Geraldine Sinatra advised MacDermid Incorporated and stockholders Court Square Capital Partners and Weston Presidio in MacDermid’s $1.8 billion acquisition by Platform Acquisition Holdings Limited, a British Virgin Islands-based special purpose acquisition company. Sinatra has also advised a Certares-formed investor group, including Qatar Investment Authority, in a joint venture with American Express and a related $900 million investment. In a separate deal, partners Daniel O’Donnell, Derek Winokur and William Tuttle advised Buckeye Technologies in its $1.5 billion sale to Georgia-Pacific, netting Buckeye shareholders $37.50 in cash per share.
In one of the firm’s many recent M&A transactions with a private equity component, Carmen Romano and Jeffrey Legath advised The Brickman Group in its $1.6 billion sale to KKR by Leonard Green & Partners. Romano and Eric Siegel represented Edgen Group in its $1.2 billion sale to Sumitomo, in what the firm characterises as a major step in Sumitomo’s growth within the upstream, midstream, and downstream oil and gas markets.
Restructuring and insolvency
Even in a market where many observers have noted a slower pace of restructurings overall, Dechert’s restructuring practice has not rested on its laurels. In September 2013, Michael Sage acted as lead counsel to Greywolf Capital Partners in a debt restructuring plan for an insolvent pharmaceutical company, K-V Pharma. On September 16 2013, the insolvent company came forth with an announcement that its plan of reorganisation had become effective and it was emerging from Chapter 11 with a $375 million recapitalization and greatly ameliorated debt. Greywolf provided the bulk of the funding for the recapitalisation, including a $100 million credit facility and a $275 million rights offering and common share direct purchase.
Fried Frank’s hedge funds practice moves into our second tier this year, and may soon reach the first tier if it continues to build on its record of advising clients such as Bank of New York Mellon, BlackRock, Citadel, DE Shaw, Fortress Investments, Goldman Sachs, JPMorgan, Neuberger Berman, West Face Capital, and many others. Many of the practice’s recent deals display creativity and the merging of disparate structures and products in intriguing and possibly precedent-setting ways. In addition, we are pleased to include practice head Lawrence Barshay in our listings of ‘Leading lawyers’.
One of Barshay’s recent engagements requires a high degree of versatility and fluency with the regulatory regimes of different jurisdictions. Barshay and Jonathan Adler have acted as counsel to BlackRock’s Special Credit Fund Platform, which is designed to make opportunistic credit-related investments. The firm characterises this platform as an unusual vehicle uniting elements of private equity funds and hedge funds, as well as an atypical reinvestment mechanism. Investors may be subject to the Volcker Rule, ERISA, Basel 3, and tax issues applicable to sovereign wealth funds. All these regulations necessitate changes to the fund terms.
In April 2013, Barshay and Adler pooled their talents in another innovative deal, representing Liberty Harbor Capital, a Goldman Sachs-sponsored fund formed as a specialty finance company with a focus on high-risk debt investments. The fund is distinct from others in Goldman Sachs’s Liberty Harbor Group in the sense that its registration as a business development company under the Investment Company Act of 1940 exempts it from Volcker Rule restrictions, permitting Goldman Sachs to invest in the fund without having to observe the 3% ceiling to which other private funds are subject.
Fried Frank’s fund of funds specialist, Walid Khuri, has advised clients such Goldman Sachs, BlackRock, Bank of New York Mellon, and Blue Orchid on a rapidly evolving, highly negotiated line of business. Khuri’s expertise extends to such ancillary areas as fund-linked derivatives, special tax structures, and private equity. He has worked with Barshay as well as regulatory partner Jessica Forbes and ERISA partner Jeffrey Ross on fund of funds matters.
Banking and finance
On the banking side, Fried Frank’s list of clients is also quite impressive. They include, on the lending side, Bank of America Merrill Lynch, Citigroup, Credit Suisse Securities, Deutsche Bank Securities, JPMorgan and others that are confidential; and on the borrowing side, companies such as Boulder Brands, Coach, Carestream Health, Extended Stay, Ikaria, International Rectifier, Kenan Advantage, Merck, and Perrigo Company.
At the end of 2012, partner J Christian Nahr led a team of lawyers advising Canadian private equity firm Onex Corporation in the establishing of a $1.175 billion senior secured credit facility, for purposes of financing its acquisition of USI and refinancing the target company’s debts. More recently, partner F William Reindel took the lead as counsel to WorkflowOne and its majority debt holder, Silver Point Capital, in financing arrangements in August 2013 for Workflow’s $210 million acquisition by Standard Register. The firm characterises this deal as involving extensive negotiation related to the purchase agreement, the issuance of warrants, the cancellation of debt, a term loan financing, and an intercreditor agreement involving Standard Register’s asset-based lender, Bank of America.
Restructuring and insolvency
Fried Frank’s highly active restructuring practice has recently advised clients such as BlackRock, Capitol One, Sovereign Bank, Bank of America, The Desjardins Group, Goldman Sachs, JPMorgan Chase and the European Federation of Energy Traders on reporting and compliance under various local and cross-border regulatory systems and frameworks such as Dodd-Frank, Basel III, the Bank Company Holding Act, the National Bank Act, and FERC.
Gibson Dunn & Crutcher has a formidable M&A practice with many transformative deals to its credit. In May 2013, partners Jeffrey Chapman and Robert Little advised MetroPCS in one of the biggest reverse mergers on record, a $32 billion combination with T-Mobile USA. The lawyers oversaw an extremely involved process in which MetroPCS announced a 2-for-1 reverse stock split, paid out $1.5 billion in cash to its existing shareholders, and issued 74% of the combined company’s common stock to Deutsche Telecom, T-Mobile USA’s corporate owner. Little also provided counsel, along with partner Peter Hanlon, on MidAmerican Energy Holdings Company’s $10 billion acquisition of NV Energy in May 2013. The deal is viewed as a major step connecting the acquirer’s renewable energy expertise with the abundant resources of the state of Nevada. The MidAmerican deal came hot on the heels of partner Jonathan Layne’s representation of Ameristar Casinos in its $2.8 billion sale to Pinnacle Entertainment in April 2013. Closing the deal required an unusual combination of antitrust experience and knowledge of gaming industry regulations.
In the private equity realm, many of the details of Gibson Dunn’s recent deals are confidential, but a few of the firm’s prominent clients include Credit Suisse, Lone Star Funds, CVC Capital Partners, Pitney Bowes, Catterton Partners, Aurora Capital Group, First Reserve, Prime Focus World, and Mighty River Power.
A client told IFLR1000, “I am very satisfied with the work that they’ve done for us. They are extremely responsive, knowledgeable in many matters, and great negotiators. I like the way they handle themselves, I like their demeanour, I like everything about them.”
Another client relates, “My general view is that they in general they do an outstanding job. I think of the kind of firms you want to work with, you want people who are very flexible, who are very up to speed, who are creative and easy to work with. These people are very relaxed, very sure of themselves in a nice way, very collegial and have the rare qualification of wanting to listen.”
Restructuring and insolvency
Gibson Dunn has a highly active and versatile restructuring practice. One of the firm’s most innovative and international recent restructuring engagements is its work for Bahrain-based private equity firm Arcapita, an entity with more than $2.7 billion in assets under management, which entered into a Chapter 11 restructuring in US Bankruptcy Court for the Southern District of New York. The firm characterises this as the first-ever Chapter 11 filing for a shariah-compliant investment vehicle. Working with hardly any advance notice, Gibson Dunn’s lawyers had to move quickly to coordinate the New York proceedings with an analogous proceeding in the Cayman Islands, and to address myriad issues surrounding the presence of Arcapita-related investments in jurisdictions all over the world. Moreover, the Gibson Dunn lawyers had to devise a plan to expedite the client’s emergence from Chapter 11 while obtaining maximum benefit for the creditors. Ultimately, following months of negotiations, more than 1,200 creditors with over $2 billion of claims voted to accept the plan of reorganisation.
The project finance practice at Hunton & Williams focuses heavily on energy infrastructure transactions. Under the guidance of partner and divisional head Jeffrey Schroeder, the practice has carried out pure project financings as well as deals with a marked M&A component. The firm combines the sophistication of elite Wall Street law firms with an approachable, unpretentious style that endears it to certain clients.
An example of the latter came in May 2013 with partner Greg Lang’s advising Polaris Energy in the leveraged acquisition of roughly 1000 MW of natural gas-fired facilities in Colorado, Idaho, Minnesota, and Wisconsin, for an undisclosed amount. Polaris is a joint venture of affiliates of Tyr Energy, John Hancock Life Insurance Company and Prudential Insurance Company. Two months after that deal, partner Ellis Butler represented Beal Bank in relation to the $367 million refinancing of first-lien term loans and first-lien working capital facilities for the 1,022 MW natural gas-fired combined cycle La Paloma project in California. Butler has gone on to do further highly innovative work whose details are confidential. A number of deals involving other Hunton & Williams project finance partners likewise attest to a sophisticated practice, but were not public as of presstime.
A Hunton & Williams client told IFLR1000: “They were the lead attorneys on a fairly decent-sized transaction we did recently. They were excellent, that’s why we use them. You want attorneys to keep your best interests in the forefront and they do that. They’re definitely not the cheapest firm, but for general transactional work, they’re the first phone call I would make.”
According to a second client, “They’re one of our go-to firms, certainly, for project finance. We have a long history of working with them, they understand our corporate quirks and they have broader experience with tax equity than some firms. Their lawyers are professional, extremely knowledgeable, available, responsive, and creative.”
A third client weighs in: “We’ve worked with them in utilities as well as residential solar spaces. I find that there is a high attention to detail, and everything we talk about commercially gets translated legally. They’re the best law firm I’ve used in the solar space. I’ve been pleasantly surprised at how responsive they’ve been. They’ve seen enough deals to tell me where the market’s moving.”
Restructuring and insolvency
Jones Day holds a rare distinction among restructuring firms as lead counsel to the City of Detroit in its unheralded Chapter 9 bankruptcy proceedings, involving $18.5 billion of total outstanding debts. In this role, Jones Day is pursuing multifarious tasks to help steer a city through the largest municipal bankruptcy in United States history. Under the oversight of partner David Heiman, the firm’s lawyers have focused largely on negotiating a Chapter 9 plan of adjustment and disclosure statement, taking part in court-ordered mediation proceedings, advancing arguments in courtroom proceedings regarding the city’s status as a debtor and playing a role in critical capital-raising proceedings on behalf of the bankrupt municipality.
Not all observers approve of the way Jones Day has handled Detroit’s restructuring, but such consensus would be impossible given the size of the bankruptcy and the number of interests and assets at stake. Jones Day deserves credit for successfully opposing a plan of reorganisation favoured by certain bondholders, under which the city would have sold off the artworks in the Detroit Institute of Art, realizing $2 billion or more in sales, but squandering the city’s artistic heritage forever for short-term gain.
In a separate engagement, partner Heather Lennox has taken the lead in the representation of Hostess Brands and its five affiliates in Chapter 11 cases filed in January 2012. With more than $800 million in secured debt, the clients have attempted to re-organise their businesses as stand-alone entities and make substantial asset sales. Jones Day’s lawyers have overseen the negotiation and execution of five asset purchase agreements with five prospective purchasers, providing for the purchase of the debtors’ assets on a “going concern” basis for more than $850 million altogether. Following court-supervised auctions, winning bidders undertook five major transactions between April and July 2013. The debtors were able to complete sales processes for those assets that were not sold in the five major brand sales and also helped the debtors with multifarious litigation matters involving vendors, customers, tax authorities, insurers, and the holders of security deposits and collateral belonging to the debtors.
A client of the firm’s restructuring practice says, “Jones Day has some of the smartest, brightest, technically proficient lawyers around. They are up to date on the market, highly productive when it comes to getting deals done, very commercial, they understand the legal side of it and the business side as well. They’re able to work on getting complex transaction completed in a relatively short period of time, often at a lower cost than at other firms.”
Kaye Scholer is a relatively small, nimble, ambitious transactional law firm. The firm’s restructuring practice, headed by Mark Liscio, has been a particular standout over the past year, through its role in the American Airlines restructuring as well as an unusual insolvency proceeding unfolding in Australia and New York, detailed below.
The hiring of partner Lawton Camp from Allen & Overy in April 2014 is expected to strengthen Kaye Scholer’s relationships over the long term with a number of clients—Canadian banks in particular—bolstering the firm’s presence in the more specialized areas of lending and structured finance, including REITs and covered bonds. Kaye Scholer also gained M&A partner Nicholas O’Keefe from Crowell & Moring in January 2014. On the downside, partner Timothy Spangler’s departure for Sidley Austin in November 2013 was a major loss. Spangler was chair of the Kaye Scholer’s investment funds group, a widely respected figure in the industry and a major presence in the firm’s Los Angeles office for more than seven years. When a partner leaves a firm, no one but the partner can really know what his or her motives were. Some observers may ask whether a firm with a strong New York focus and character is the right platform for a lawyer working in California, and how much of an investment Kaye Scholer has made in its operations outside New York.
Banking and finance
In the bank lending space, Kaye Scholer has had a strong year. The firm’s sophisticated banking practice is attuned to the surge in REIT lending and the growing popularity of covenant-light deals. The chair of Kaye Scholer’s banking and finance practice, Edmond Gabbay, has kept busy advising the major global banks on lending transactions while keeping abreast of the growing role of non-bank lenders as a wave of properties and asserts come to market.
In September 2013, partner Sheryl Gittlitz and colleagues advised sand product producer Fairmount Minerals in the acquisition of the proppant business of FTS International and in a related $1.285 billion refinancing. The deal came hot on the heels of partner Ed Gabbay’s advising Bank of America and Merrill Lynch in a $1.5 billion multi-currency revolving credit facility and a $600 million term loan facility for Alexandria Real Estate Equities, a life sciences-focused REIT, in August 2013. Just one month earlier, Gabbay had taken the lead in the representation of Bank of America and Merrill Lynch in a $2 billion multicurrency revolving credit facility for Marriott International.
As a client of the banking practice sees it, “Kaye Scholer represents our bank in lines of credit for REITs and other real estate companies. The partner in charge of our work there is Ed Gabbay. He’s very knowledgeable, he’s smart, and he’s practical. The borrowers like him, and the bank people like him because he’s solution oriented, he’s smart, he can explain what is the risk of a certain negotiation, and he helps people come to the right resolution. He’s actually quite brilliant in understanding all of the moving parts of a credit facility.”
On the M&A side, one of the standout transactions is Onex Corporation’s sale of The Warranty Group to private equity firm TPG for roughly $1.5 billion. Partners Joel Greenberg and Thomas Yadlon are providing counsel on a deal whose terms provide for TPG’s acquisition of such assets as Virginia Surety Company, Resource Automotive and London General Insurance Company as well as The Warranty Group. The firm has significant prior experience with Onex. In February 2013, Greenberg advised Onex in a $323 million agreement to sell its 50% interest in RSI Home Products to the company.
Restructuring and insolvency
Kaye Scholer has played a part in the American Airlines Bankruptcy, advising AT&T Credit Holdings, Philip Morris Capital Corporation, and Verizon Capital Group in lease transactions involving more than 80 aircraft. Kaye Scholer’s signal contribution to the restructuring was a successful motion to have any disputes over the airline’s primary terminal lease adjudicated under California rather than New York law, greatly facilitating a settlement.
In a rather unusual cross-border engagement, Madlyn Primoff and Mark Liscio have been advising the court-appointed liquidators of Octaviar Administration, which is subject to an Australian insolvency proceeding and whose liquidators have pursued a case under Chapter 15 of the Bankruptcy Code in the US Bankruptcy Court for the Southern District of New York. The liquidators successfully sought recognition of the Australian liquidation proceeding under Chapter 15, in order to investigate potential claims and causes of action against Drawbridge Special Opportunities Fund. Drawbridge and co-defendants have faced charges of having diverted funds from Octaviar at a time when Octaviar was insolvent or likely to become insolvent when hit with such transfers.
A client raves, “They do a very good job, they’re one of our go-to law firms. They have over about 50% market share with us, working on everything from M&A to financing to tax work. The financing teams are quite strong and the M&A guys are very good as well. Admittedly, they are smaller than some of the other firms we work with.”
A client of the restructuring practice told IFLR1000, “We get the A team, we never feel we’re getting handed off to associates. We always get Mark Liscio. The representation has been nothing but stellar. We’ve been through some really difficult files. They’ve protected me on quite a few deals and prevented me from stepping on potholes. They also have a litigator, Madlyn Primoff, who has been absolutely stellar in going down to Delaware and dealing with the judges and preventing me from having to go.”
Although Kirkland & Ellis continues to enjoy a reputation as a leading private equity shop, there is much more to the Kirkland story. It is one of ongoing, aggressive expansion across many practice areas. The firm’s bank lending practice, which entered Tier 3 last year, moves up further this year in acknowledgment of its sophisticated debt finance work for such clients as Apax Partners, Bain Capital, The Carlyle Group, Golden Gate Capital, KKR, Madison Dearborn Partners and many others.
We also welcome Kirkland’s derivatives practice into the rankings this year, in recognition of the work that partner Scott Gordon and colleagues are performing on behalf of public companies in need of guidance following the implementation and finalisation of new financial rules and regulations in late 2012 and early 2013. Gordon’s practice advises clients on advanced share repurchases, call spread transactions related to the issuance of convertible notes, the structuring of derivatives transactions for special purpose vehicles, and other areas of a market still undergoing seismic shifts.
A client of the capital markets practice gives the following assessment: They are our go-to corporate counsel. They were counsel for one of our private equity investors. We respected them so much they ended up becoming our counsel, primarily corporate, but they also did our bond offering, they did our IPO. They did our subsequent equity offerings when we were a private company as well. They really have also a breadth of expertise, not just a depth that, they really they have a lot of experts in various fields. The one thing about them too, they are practical, I feel like we get commercial advice, stuff we can actually use.”
Many of Kirkland’s deals are cross-disciplinary and keep its banking as well as its M&A and private equity teams busy. The firm’s strategy involves doing work for private equity leaders with which it has developed institutional relationships, while seeking to add new clients in the same space. Although Bain Capital, referenced above, does not have a highly developed institutional relationship with Kirkland comparable to that of Blackstone or KKR as of yet, the firm has worked on a transformative deal for Bain. In September 2013, Chicago-based partner Linda Myers led the representation of Bain in a $6.9 billion leveraged buyout of BMC Software. The firm characterises this LBO as challenging in view of BMC’s provision of software to, and hence its presence in, more than 120 countries.
If it is possible to trace macro trends in the economy to a single firm, then it is fair to say that Kirkland played no small part in the rebounding M&A market of the last 18 months. The hiring of former Simpson Thacher partners Andrew Calder and Sean Rodgers, in Houston and New York respectively, add further strength to a practice that participated in the intensive energy sector M&A of the last 18 months. A prime example is New York-based partner William Sorabella’s representation of Murray Energy Corporation in its agreement to acquire CONSOL Energy, a subsidiary of Consolidation Coal Company, for $3.5 billion. But as in prior years, much of Kirkland’s M&A deal flow in the last year has had a marked private equity component, as in Sorabella and colleagues’ work for Warburg Pincus in subsidiary Sterling Financial Corporation’s $2 billion merger with Umpqua Holdings Corporation, a deal expected to result in an entity with $22 billion in assets. In October 2013, Chicago-based partner Michael Paley advised Madison Dearborn Partners and Yankee Candle Group on the $1.75 billion sale of Yankee Candle Investments to Jarden Corporation.
A client of Kirkland’s private equity practice states, “When we use Kirkland, we primarily use Rick Madden. Rick is one of our go to transactional lawyers. I think he’s top-notch. I would say we get kind of the right leverage levels with Kirkland. When we need Rick, he is universally accessible. There aren’t huge teams, but the lawyers who work on our deals work hard. From a cost perspective, they’re competitive with their peers.”
According to another client of the same practice, “Kirkland’s legal team is by far world class, they we try and use them as much as possible but really on any sort of transaction where we know added complexity, they’re our go-to firm. They understand the way we think, and they try to take an extremely practical approach, which I know can be difficult for attorneys focused on protecting their client.”
Complementing the firm’s private equity transactional strength is an almost unparalleled record as an advisor on private fund formation for clients as diverse as Warburg Pincus, Energy Capital Partners, Vista Equity Partners, Thoma Bravo Fund, Court Square Capital Partners, Sun Capital Partners, Avista Capital Partners, Sentinel Capital Partners, American Capital Equity, Arsenal Capital Partners and many others.
Restructuring and insolvency
In the restructuring space, one of Kirkland’s highest-profile engagements has been its work for Ally Financial and Ally Bank in ResCap’s bankruptcy. The settlement finally reached in May 2013 allowed Ally to pay off its outstanding TARP funds while absolving the company of all claims to which it had been subject following ResCap’s spectacular failure and paving the way for an IPO.
Kleinberg Kaplan is a boutique law firm with a focus on hedge funds. That should not be taken to mean that the range of the firm’s work is limited, for it advises fund managers on everything from fund formation to M&A to litigation, with deal values running well into the billions. The firm has taken part in one of the more spectacular legal battles of the decade, advising NML Capital, the Cayman Islands-based unit of Elliott Management Corporation, in its pursuit of claims arising from Argentina’s default on its debt obligations. This is only one of many engagements on behalf of longtime client Elliott.
In 2013, partner and M&A practice head Christopher Davis oversaw the launch of an Elliott portfolio startup with a focus on commercial mortgage-backed securities. The firm characterises this platform as operating an industry where significant growth is likely in view of the large number of loans set to mature in the near future, as well as a greater reluctance of bankers to extend new loans in the aftermath of the industry’s regulatory overhaul. Davis has also been advising Platinum/Echo Therapeutics in a soured investment deal undertaken in tandem with a Chinese medical device manufacturer as investment partner. The venture ended up in litigation in the Delaware courts, then to a settlement, and as of presstime Platinum had nominated a second director and begun a proxy fight.
Davis and associate Jason Soncini have been advising Luxor in an activist campaign to place five directors on the ten-director board of BJ’s Restaurants. The settlement in this closely watched contest ultimately provided for three directors.
A client told IFLR1000, “We’re extremely happy with Kleinberg Kaplan. They truly understand our business both conceptually and structurally. They have deep institutional knowledge of our business as it’s grown significantly over the last 20 years. That’s their unique advantage. They may be a small firm, but we’ve never had an issue involving deadlines, timeframes, or turnaround times, they’ve never seemed under-resourced. The quality of the work has been exceptional.”
Another client reports, “They do our basic funds work and fund compliance work. Jamie Nash is thoughtful and attentive. Communications have been very good, they’ve been very responsive, very efficient. Overall, our experience has been really has been positive, though given its focus, there are limitations to what we’d hire the firm to do.”
Kramer Levin is justly respected in the corporate legal community for its expertise in hedge funds, registered funds, and private equity funds. The firm pursues a strategy of advising fund clients in an activist mode, as they undertake M&A, contested proxy solicitations, share repurchase programs, and restructurings. The firm also has an impressive track record in mergers and acquisitions outside the funds space, particularly deals with strategic, private equity, and distressed components.
In February 2014, partner Peter Smith played a critical role in one of the year’s most important strategic deals, advising Del Monte Pacific Limited (DMP) in its $1.675 billion acquisition of the consumer foods business of Del Monte Corporation (DMC). DMP not only gained control of brands and assets of DMC, but also took on liabilities associated with DMC’s US consumer foods business and equity interests in subsidiaries in South America. Other recent strategic deals carried out by Kramer Levin attorneys include the sale of a minority equity position of Clarfeld Financial Advisors to associates of Affiliated Managers Group, the sale of subsidiaries of American International Group to White Mountains Group and POOF-Slinky’s acquisition of Alex Toys. The firm advised the same client in a distressed deal, namely the acquisition of all assets of Fundex Games under section 363 of the Bankruptcy Code, following an auction process.
Clients of the firm’s prestigious hedge funds practice include such names as Avenue Capital, BlackRock, Fortress Investment Group, JMB Capital, Lexington Partners, Third Point Capital, York Capital Management, Stone Point Capital, and Quad Partners.
A client gave IFLR1000 the following assessment of Kramer Levin: “They’ve got the information base, they have the expertise and they generally understand and can manage complex corporate transactional issues. They’re really very good, and Scott Rosenblum in particular is a very experienced guy. He’s very calm and relaxed and thinks things out logically as opposed to making you crazy.”
Linklaters continues to live up to its reputation as an international firm, specialising in cross-border transactions in banking, capital markets, structured finance, M&A, restructuring and other areas. Although the firm’s presence in the US is not nearly as substantial as in the UK, it has an impressive transactional record and a more direct connection to South America’s markets than many firms, thanks to the presence of Alberto Luzárraga and other experienced partners in São Paulo. The firm is also active on the financial services regulatory front, with partner Robin Maxwell advising Bank of America Merrill Lynch, Texas Teachers Retirement System and a number of confidential clients on their respective compliance obligations under the Volcker Rule, Basel III and other regulatory statutes and frameworks.
New York-based partner Danelle Le Cren recently advised BNP Paribas, New York branch, as agent and arranger for a number of financial institutions in a $425 million senior secured credit facility for US Silica Company, enabling the recipient to pay off an existing term loan and ABL facility. The collateral package comprised 17 mortgages in 15 states. In May 2013, partner New York-based partner Jeff Norton represented Standard Motor Products in relation to an amendment of its borrowing base revolving credit facilities, increasing its line of credit to $250 million. Le Cren’s colleague Sabrena Silver has advised long time Linklaters client Credit Suisse on numerous margin loans under New York law for borrowers in various industries and jurisdictions.
In July 2013, Jeffrey Cohen took the lead in the representation of nabSecurities, Morgan Stanley, Merrill Lynch, and Citigroup Global Markets in National Australia Bank’s issuance of $1.35 billion of floating rate notes due 2016, 1.30% notes due 2016, and 2.30% notes due 2018. One interesting feature of the deal is that an Australian bank issued notes are payable in US dollars and subject to US law.
In further cross-border debt offerings, Cohen worked with Conrado Tenaglia in September 2013 and March 2014 on the representation of Brazilian multinational Marfrig the issuance of senior notes valued at $400 million and $275 million respectively. The notes were privately offered and sold in the United States.
Though considered by some observers of the legal market to have more of a reserved, Midwestern character than the aggressive Wall Street law firms, Mayer Brown is not a firm to rest on its laurels. Mayer Brown is flourishing in numerous transactional areas, pursuing strategies based on its partners’ insights into financial market patterns and trends.
Mayer Brown’s M&A practice represents banks in the sale of non-core assets, as the banks struggle to adapt to caps on their growth and assets by parting with whatever lines of business they find inessential. The law firm is attuned to the need to banks to vet potential buyers of their assets and has partners who specialise in what they characterise as a kind of reverse due diligence. Beginning in January 2014, Chicago-based partner Elizabeth Raymond has advised Wells Fargo Insurance Services in the sale of 42 regional insurance brokerage and consulting locations to a subsidiary of insurance brokerage leader USI.
A client of the M&A practice recalls, “They represented us in the sale of a company. There was an auction process started with 50 bidders, of which three went down to the final round. Mayer Brown did a phenomenal job orchestrating very big public companies. They just navigated through it and got us down to a very good deal. They negotiated three separate contracts at once, kept terms and conditions much to our favour. They worked around the clock to get it done.”
Banking and finance
In March 2014, New York-based partner David Duffee advised The Bank of Tokyo-Mitsubishi UFJ, BNP Paribas, Citigroup Global Markets and HSBC Securities as joint lead arrangers and joint bookrunners in a $1.8 billion senior unsecured credit facility for Sociedad Minera Cerro Verde. The facility enables the latter company to finance part of the $4.6 billion expansion of the Cerro Verde copper mines in Peru.
In August 2013, Brian Newhouse, a New York- and Los Angeles-based partner, advised The Bank of Nova Scotia as administrative agent and lender in a $940 million facility for Ingram Micro, Ingram Micro Coordination Center, and Ingram Micro Luxembourg. The deal required an ability to guide more than a dozen banks toward a common objective, on an exceedingly tight schedule (under one month). During the same month, New York-based partner Jeffrey Dunetz advised CoBank, ACB, as agent, along with a consortium of lenders, in a $1.1 billion syndicated term and revolving credit facility for Pilgrim’s Pride Corporation.
In the equity capital markets, many of Mayer Brown’s recent deals have been relatively small, but they are impressive for the breadth of industries, including IPOs in the pharmaceuticals, insurance, tech, oil and gas, storage, and transportation sectors. On the debt side, one notable transaction was Edward Best’s representation of Caisse centrale Desjardins in October 2013 in the issuance of $500 million floating rate senior notes due 2015. This was a cross-border deal involving McCarthy Tétrault as counsel to the Canadian underwriters. During the same month, John Berkery took the lead on a high-yield transaction, advising consumer products manufacturer Plastipak Holdings on the issuance of $375 million of 6.5% senior notes due 2021.
An executive at a global financial services company raved to IFLR1000 about Edward Best: “I work with Eddie often. He covers a number of clients that we regularly do transactions for. He and his team did a non-US dollar deal for us recently. He’s one of my favourite attorneys to work with. He’s a got broad base of knowledge and significant experience, he’s been covering major clients for close to 20 years, he’s very flexible and thinks outside the box. He’s actually a creative lawyer. He’s certainly easy to deal with and also always accessible. I’m more than willing to recommend him.”
Restructuring and insolvency
Mayer Brown’s restructuring practice includes more than 50 lawyers – 20 partners and counsel among them – and works on many significant matters in the US and abroad, but much of this practice’s work is strictly confidential.
McDermott Will & Emery has expanded through lateral hiring in recent months, bringing aboard former Kirkland & Ellis lawyer Stephanie McCann as a partner in Chicago and another Kirkland veteran, Leonard Klingbaum, as a partner in New York, in February 2014. McCann brought extensive experience in the representation of private equity firms and their portfolio companies to the firm, while Klingbaum brought expertise as an advisor to clients in distressed situations. The firm’s investment funds practice has also been growing. In recognition of the growing need for direct investment expertise, the firm brought over Chicago- and New York-based partners Matthew Sperry and Matthew McKim from DLA Piper in September 2014. As in past years, a focal point of many of this firm’s transactions in late 2013 and early 2014 has been the healthcare sector, where the firm has paved the way for mergers and joint ventures, as detailed below.
Banking and finance
One of the most visible partners in the firm’s bank lending transactions in recent months has been Michael Boykins, who took the lead in the representation of Barnes Group and its subsidiaries in Germany, Switzerland and Luxembourg in the amendment and extension of its $750 million unsecured multicurrency revolving credit facility with Bank of America in September 2013. During the same month, Boykins also advised Heico Holding and The Heico Companies in relation to the amendment and extension of a $325 million unsecured revolving credit facility, with a $100 million increase option, with JPMorgan Chase Bank as administrative agent.
McDermott’s fluency with bank lending terms informs its work in project finance. The firm’s project finance team has carried out innovative deals lately and has carried out a series of transactions for ArcLight Capital Partners, a private equity fund with $5.5 billion invested in the power sector. In September 2013, practice head Blake Winburne and partners Brad Gathright and Joel Hugenberger advised ArcLight in its purchase of a majority interest in and joint venture arrangements for a roughly 700MW natural-gas fired power generation plant in Woodbridge Township, New Jersey, for an undisclosed amount. Terms of the deal included closing on $842 million non-recourse financing, concurrent with ArcLight’s investment. Winburne and colleagues also represented ArcLight in the formation in May 2013 of an $11 billion master limited partnership, called Enable Midstream Partners, also including CenterPoint Energy and OGE Energy along with the midstream business of Enogex, formerly under the joint ownership of OGE and ArcLight.
The firm’s expertise on the transactional side of the healthcare sector is manifest in a number of recent deals. For example, partners Mark Mihanovic and Drew Turney are advising Ascension Health Care Network and a non-profit entity, Ascension Health, in a joint venture with Oak Hill Capital Partners for purposes of providing a source of funding for the acquisition of Catholic hospitals. Moreover, the lawyers are advising Ascension Health in a joint venture with a company and India undertaking the construction of a hospital in the Cayman Islands.
In March 2013, partners John Tamisiea and Sam Wales provided counsel to Young Innovations, a maker and supplier of equipment and products for dentists, in its $314 million sale to Chicago-based private equity firm Linden Capital Partners. Frederic Levenson and Jed Spielman are representing General Catalyst Partners, a $2.2 billion private equity firm, in a series of healthcare sector acquisitions.
Restructuring and insolvency
Although many of McDermott’s engagements in the restructuring realm have had a healthcare or real estate component, the practice is by no means limited to those sectors. Like many firms, McDermott has made a contribution to the restructuring of the insolvent city of Detroit. William Smith, Nathan Coco, David Taub, Bari Cariello and Douglas Youngman are advising US Bank as custodian for the city’s casino revenues, which the firm characterises as Detroit’s most reliable source of funds. McDermott also landed work for Barclays when the latter needed counsel as DIP lender to Detroit.
Milbank continues to demonstrate its pre-eminence in the corporate legal world in one of the only ways that count. The firm lures partners at a steady rate from many of the other big names, as exemplified by the recruitment of Eric Reimer, the former head of the corporate and financial team at O’Melveny & Myers in Los Angeles, in April 2014. The firm’s recognition and client base have grown further in the last 18 months thanks to the addition of banking and finance partner Douglas Landy from Allen & Overy in March 2013. The hires reflect a widespread recognition that Milbank is the right platform for attorneys accustomed to working on cross-border deals utilising structures, products and tools not widely seen before in transactions.
Banking and finance
As in past years, many of the firm’s notable representations are in Latin America, and the firm plays a vital role for Brazilian states looking to escape their sometimes tense relationship with the federal government and break through to the international capital and lending markets. In July 2013, Marcelo Mottesi and Jay Grushkin advised Bank of America on a ten year, $662 million loan to the Brazilian state of Maranhão, enabling the state to pay off debts to Brazil’s federal government. The loan is similar in conception to previous Bank of America loans to Mato Grosso and Santa Catarina respectively, also handled by Milbank and signals growing confidence on the part of a major global bank in the viability of loans to previously impoverished Brazilian states.
A client of the firm’s banking practice reports, “I’m a demanding customer, I don’t tolerate frustration. I use Milbank often. One thing I value is that they’re very good at internally screening associates—who’s ready and who’s qualified to add value to the transaction. I’ve never had a situation where I’ve looked at an associate and said this person shouldn’t be on the deal. They make sure the associates know what my hot points are before the associates start working with me. The partners are making sure the associates know what the client likes or dislikes.”
Innovation carries over into the capital markets, where Milbank has continued to work on international deals making use of unusual structures and contracts. In May 2013, global securities partner Tobias Stirnberg advised Smiles, the frequent-flyer unit of Brazilian airline Gol, with respect to its $681 million IPO, which Milbank characterises as the first Brazilian offering where a private equity fund entered a binding agreement to buy a large number of shares.
On the debt side, partners Paul Denaro and Robert Mullen took the lead on Verizon’s $49 billion bond offering in September 2013, a deal drawing upon the talents of banking and M&A lawyers as well as marketing personnel charged with ensuring that the massive high-profile did not fall afoul of investors’ expectations in any regard. The deal involved the sale of $49 billion of bonds in eight tranches, and shareholders throughout the United States and Europe. Closing the deal required Milbank’s lawyers to undertake negotiations with Verizon over the inclusion of terms in the underwriting documents to limit risk.
A client of Milbank’s capital markets practice states, “We have been very satisfied. We have used Milbank on a couple of transactions. We’ve used another large reputable firm on another transaction and actually moved from the other firm to Milbank and have been quite pleased. We have found the depth of the expertise and timeliness to be very good. We’ve found the ability to stay on budget, and do what they say they’re going to do very well and better than the other firms we were dealing with. They’re expensive, but not more so than others within that bracket of firms.”
In another July 2013 deal, Carlos Albarracín took the lead on the representation of leading Colombian fuel distributor Organizacion Terpel in the $240 million sale of its fuel distribution units in Chile to a firm domiciled in the latter country, Quiñenco. The purchase gives Quiñenco control of 25% of the local fuel distribution market. The Milbank lawyers overcame judicial opposition to the sale by persuading parties to agree to a somewhat unusual deal structure whereby Quiñenco would sell off some of the very assets (service stations) it bought from Terpel.
Morgan Lewis’s transactional practice is in an enviable position. A merger with Bingham McCutchen, a prestigious 800-lawyer Boston law firm, has been under discussion for months and it looked like a virtual certainty as of presstime. Even without the merger, Morgan Lewis continues to reap the benefits of having lured a team of lawyers who were in need of a new home when global firm Dewey & LeBoeuf collapsed in 2012. Marshall Stoddard, who chaired Dewey’s finance practice after holding a similar position at Mayer Brown, brought to Morgan Lewis a depth of expertise with highly structured credit facilities, of immense value to clients in need of cash for acquisitions. Stoddard’s hire was a strategic move on the part of a law firm attuned to the growing appetite of companies in Europe, the United Kingdom, and the United States, for entering long-term relationships with lenders and demonstrating adequate liquidity. With Stoddard and the other Dewey refugees on board, Morgan Lewis has actively expanded its presence in areas of the market and won acclaim from clients.
Banking and finance
A banking client told IFLR1000, “They’re a very strong firm. We use them across a lot of groups within our bank. Marshall Stoddard has got so much capacity now, they do every deal that we do. We’ve been very pleased, I really can’t think of one criticism, I just can’t say enough, I rarely use anyone else except on a few of the smaller transactions.”
Morgan Lewis is also quite strong in project finance. It has responded faster than a lot of other law firms to the shale gas boom in the United States, undertaking a transformative project financing for Sempra Energy, which is acting as part of an international joint venture including Mitsubishi and GDF Suez. Brian Bradshaw is advising Sempra Energy in the development of a natural gas liquefaction export facility in Louisiana. An unusual feature of the project, whose value is not public, is the facility’s construction on the site of an existing LNG import terminal.
The firm has considerable sophistication in the derivatives arena. In November 2013, Thomas D’Ambrosio and Thomas Giblin advised NextEra Energy with respect to its public offering and sale of common stock, carrying out roughly 60% of the sale by means of a derivatives forward transaction. The bank committed to buying 60% of the shares at a future date, which it is up to the issuer to specify. The firm characterizes this deal as unusual and innovative in the sense that the issuer has been able, through the forward sale, to preserve the then-current value of the stock while avoiding shareholder dilution until the issuer needs the proceeds. The bidding process in this deal was a first of its kind for a forward equity contract.
Under investment management practice leader Steven Stone, Morgan Lewis’s funds practice has racked up an impressive transactional record for the past year. In one of the highlights, New York-based partner Richard Zarin guided the South Carolina Retirement System Investment Commission, an entity with $22.9 billion in assets under management, in the formation of eight global captive hedge funds up to $1 billion in size. The formations required fluency with Cayman Islands as well as New York law.
A client gives the following assessment: “Whether it’s litigation or cross-border deals, whatever it may be, I’ve never had anything but a really good experience with this firm. Morgan Lewis’s lawyers have always met our expectations, even when we’ve been working on cross-border transactions under especially tight time constraints.”
According to yet another client, “They’re excellent. I use them all the time. They’re very good in the shipping space, they have a handle on the capital markets and on the securities laws. They can always be counted on for first-class advice. My clients like to have them on the issuer’s side.”
As broker-dealers and fund managers grapple with the implications of new rules, Morrison & Foerster continues to strive to be one of the most active and visible firms on the regulatory advisory front, through frequent webcasts, regular seminars and daily e-mail bulletins and newsletters. MoFo also continues to do highly specialised transactional and regulatory work in the areas of derivatives and structured finance, drawing on the expertise of partners, like James Tanenbaum, who have been practicing in this area of law, and playing a pioneering role, from the early days of structured products in the 1970s. In the capital markets arena, MoFo complements its transactional experience with specialised tax counsel. The firm undertakes “Up-C” IPOs, in which a newly formed company positioned “above” an existing limited liability company undertakes the IPO. This is one example from a list of pioneering transactions extending across numerous practice areas.
A number of recent deals illustrate the firm’s innovative transactional role. For example, in February 2014, partners Anna Pinedo and Nilene Evans advised Oppenheimer, Stephens, Raymond James & Associates, Keefe Bruyette & Woods, and Wunderlich Securities as underwriters in CM Finance’s IPO, a newly formed and externally managed investment company that opted for business development company status under the Investment Company Act of 1940. In May 2013, Pinedo and James Tanenbaum represented a large number of underwriters, including BofA Merrill Lynch, UBS, Goldman Sachs, Citigroup, Barclays, JPMorgan, RBS and Wells Fargo, in Bank of America Corporation’s $1 billion public offering of depositary shares. Each of the million shares in the offering represented a 1/25 interest in a share of Series U Fixed-to-Floating Rate Non-Cumulative Preferred Stock.
On the debt capital markets side, the firm continues its pioneering work with covered bonds. In July 2013, the firm represented regular client Royal Bank of Canada in the first US dollar covered bond offering by a Canadian issuer of the year, and the third such offering in the United States. In October 2013, partners Jerry Marlatt and Melissa Beck advised Royal Bank of Canada in yet another covered bond offering, consisting of $2 billion of 2% series CB13 covered bonds due 2018. Besides RBC Capital Markets, dealers in the offering included Barclays Capital, Citigroup, Credit Suisse, Deutsche Bank, CIBC, National Bank of Canada, TD, UBS, Wells Fargo, and others.
But it may be in the derivatives and structured finance space that the firm’s innovative role comes across most markedly. Pinedo and colleague David Lynn have established a $500 million SEC-registered repackaging program on behalf of client Incapital Holdings and affiliates, enabling the client to issue synthetic structured products such as debt securities and OTC/listed options through a trust structure. Morrison & Foerster has also acted as counsel to the Chapter 11 subsidiary of MF Global Holdings, the US holding company for the defunct global financial derivatives broker. The firm’s role included taking part in bankruptcy proceedings for the U.S. broker dealer, as well as highly complex, intergroup special administration proceedings in the United Kingdom.
Financial services regulatory
The firm has taken the lead in the advising of mid-market banks, whose transactional volume does not meet the threshold for them to function as registered swap dealers, on the implications of the Dodd-Frank Act for their derivatives transactions. Compounding the uncertainty that such banks might have under the new regulatory scheme, a number of them have overseas branches and operations subject to the CFTC’s cross-border transactional guidelines. The mid-market banks need extensive ongoing counsel, and have gotten it from MoFo lawyers including partners David Kaufman, Barbara Mendelson, Julian Hammar, James Schwartz, Chrys Carey and others.
Morrison & Foerster's fluency with high-value M&A transactions is evident in a number of recent deals. Highlights include the closing of the $3.7 billion going-private transaction of China's Focus Media in May 2013. Los Angeles-based partner Hillel Cohn and Hong Kong-based partner Gregory Wang advised Focus Media' largest outside shareholder, Shanghai-based Fosun International, which consented to a rollover of part of its interest in Focus Media and to take part in the buy-out consortium. The firm characterizes Focus Media's delisting as the biggest going-private transaction by a Chinese company on record. Fosun came away from the deal with an approximately 17% stake in the company.
More recently, partners Lawrence Yanowitch and Charles Katz, who are both based in Northern Virginia and Washington, represented longtime Morrison & Foerster client Sourcefire, a sophisticated cybersecurity firm, in its $2.7 billion acquisition by Cisco. The deal closed in October 2013. In another tech sector M&A transaction, announced in January 2014, San Francisco-based partner Robert Townsend and Palo Alto-based partner Chuck Comey and associate Mike Krigbaum have been advising VMware in its $1.54 billion acquisition of mobile device management provider AirWatch.
O’Melveny & Myers, besides being one of the longest-established law firms (founded in 1885) on the West Coast of the United States, has a growing presence outside of California. Much of the firm’s recent funds work has helped investors make inroads into the markets of Japan and other Asian jurisdictions through the use of novel structures. Los Angeles-based investment funds partner Kathy Sanders has worked on transactions so creative that they may set a precedent in cross-border fund formation. It will be exciting to follow how the funds practice grows in coming months and see how influential are the structures on display in a few of these deals. While O’Melveny is active in many areas, two standouts in the past year are clearly the investment funds practice and the project finance practice.
Although details of the funds work are often confidential, we can share strong client feedback. The following comment is typical: “O’Melveny serves as our legal counsel for all of our existing funds. The firm’s lawyers are quite knowledgeable about private equity as well as hedge funds. Our directors are comfortable and I would say that O’Melveny as a rule has been very efficient for us. It’s been a positive experience from my perspective.”
The firm’s investment funds practice does highly specialised work for many of the leading names in banking, fund management and private equity, such as JPMorgan, UBS, Avenue Capital Management, Broadbill Investment Partners, Coller Capital, Seidler Equity Partners, Shamrock Capital Advisors, Shoreline Capital Management, Vance Street Capital, and Warburg Pincus. Recently, Kathy Sanders, mentioned above, advised Shoreline Capital Management on the formation of its second closed-end fund with a focus on Chinese distressed debt. According to the firm, the fund, with foundations, endowments, pensions, funds-of-funds, and high-net-worth individuals on board as investors, closed with $303 million in commitments, a substantially higher figure than the $178 million of Shoreline’s first fund.
Sanders has also recently advised Secured Capital Investment Management on its fifth fund with a focus on distressed real estate debt in Asia. Originally, the fund came into existence through two parallel feeder funds and a master fund oriented toward investments in Japan, China, Southeast Asia, and Australia. But investor demand quickly determined that the newly formed fund would switch over to a new master-parallel feeder structure taking part solely in Japanese investments. Months later, it shifted again, with a second Japan-only master-parallel feeder fund providing investors with the means to fund their commitments in Japan’s currency, the yen. Finally, Sanders oversaw the development of an alternative investment vehicle to be registered in South Korea, for the sole use of Korean investors. All the fund entities, however apparently divergent in structure and purpose, are designed to function as a single fund providing combined voting rights for all investors, and making use of a single LP advisory board.
Banking and finance
O’Melveny’s project finance practice, headed by Los Angeles-based partner Greg Thorpe, with support from partners Eric Richards, Denise Raytis, Junaid Chida, and others, has kept busy over the past year on a range of infrastructure- and alternative energy-related projects. Aviation, ports, and the P3 market are three areas of focus. The team benefited substantially from the collapse of global law firm Dewey & LeBoeuf, gaining Chida and a number of clients Chida used to represent while at Dewey. The practice has advised acquirers of ports as well as lenders interested in financing port projects as the financial crisis fades from memory and shipping picks up steadily across the globe.
Richards’s sophistication as a cross-jurisdictional transactional lawyer came across in a March 2014 deal for Brookfield Asset Management, where Richards advised the client in Brookfield Infrastructure Fund II’s purchase of a 49% interest in marine container terminal operator TraPac’s operations in Los Angeles and Oakland, California, and Jacksonville, Florida. The value of the deal is confidential. To close the deal, Richards had to obtain approval from the port authorities of the respective jurisdictions. Adding further complexity is TraPac’s previous ownership by Japanese shipping company Mitsui OSK Lines.
Another salient area of expertise for Richards is airports. In September 2013, Richards advised ADC & HAS Airports Worldwide on the more than $400 million acquisition, carried out under English law, of airport assets located in Sweden, Northern Ireland, and the US from Spanish company Albertis Infraestructuras. The assets included concession agreements, management contracts, a 90.1% stake in Stockholm-Skavsta Airport and Belfast International Airport.
Over the course of 2013, Chida also advised Macquarie Infrastructure Company on the acquisition, construction, term financing, and tax equity financing (for a Macquarie affiliate) of a series of solar power projects. The deals took place mainly under New York and California law. In January 2014, Chida advised JPMorgan, Wells Fargo, MetLife and State Street in relation to their investment in the Buffalo Dunes wind power project under development by Enel Green Power North America in three counties in Kansas. Details of the investment are confidential.
A client of the project finance practice reports, “They have worked with us on putting together what has been a very challenging, but successful and satisfying, proposal and project. They have been fantastic. My colleagues and I have grown in admiration for the team, particularly Eric Richards. I would highly recommend them and would hire them in a minute. Eric is technically extremely competent, and he understands the aviation world and the nuances of federal legislation quite well.”
In the ultracompetitive legal market of 2014, even the finest law firms suffer partner defections. Orrick lost a trio of leveraged finance lawyers, Ronan Wicks, Patrick Flanagan, and Jason White, to Shearman & Sterling in February 2014. Fortunately, with more than half a year’s hindsight, this loss does not appear to have undermined the firm’s numerous institutional relationships. Orrick remains a firm of choice for 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. On the borrower/issuer side, the firm continues to attract work from leading clients such as NOVA Chemicals, The Irvine Company, Levi Strauss, The Gap, Nissan/Renault, Silver Bay, and Equinox, among others.
Banking and finance
Wells Fargo, in particular, remains a core client of the firm, engaging Orrick for work on commercial lending, leveraged financings, securitisations, public debt offerings, syndicated financings, municipal derivatives, tax issues, and many other complex and specialized matters. Partner Alan Benjamin has taken the lead recently on many of Orrick’s transactions for the bank, including a $400 million revolving credit facility for ValueClick, and numerous other deals that were not public as of presstime. In further transactions in May and October 2013, partner BJ Rosen advised Wells Fargo as administrative agent and Bank of America as lead arranger in a $650 million credit facility for international energy company APR Energy, for purposes of financing the acquisition of power generation business from General Electric, as well as financing a plant in Libya.
In February 2014, partner Andrew Mattei advised The Bank of Nova Scotia and Canadian Imperial Bank of Commerce as co-arrangers for SOL Investments Limited’s $830 million acquisition of ExxonMobil’s Caribbean operations. The assets include industrial operations, service stations, wholesale outlets, refueling operations in the marine and aviation space, and refinery operations.
A banking client gives positive, but nuanced, feedback: “They are very technically competent at the partner level, but efficiency and responsiveness might not be their strongest suit. I think that Orrick can be expensive and somewhere between slow and heavy. They are smart, but not the most efficient shop out there.”
Another client disagrees with the above assessment, saying, “I go way back with Bill Haft. He, and Orrick, are absolutely fabulous. They are extremely responsive, and they have a deep spectrum of knowledge. They work collaboratively together and get clients the answers they need quickly and efficiently. The associates are very good too, they have a selective hiring process.”
Orrick has a highly sophisticated structured finance practice, but much of its work is confidential. It can be disclosed that since April 2013, Alan Knoll and other Orrick lawyers have advised Barclays, Bank of America Merrill Lynch, Citi and JPMorgan as underwriters’ counsel in relation to five deals that raised more than $5.1 billion as part of Nissan’s auto lease and auto loan securitisation programs.
Restructuring and insolvency
In the midst of what many observers describe as a generally slower market for insolvency-related legal work, Orrick’s restructuring practice is performing well under practice chair Raniero D’Aversa. The firm recently gained former Cadwalader attorney Doug Mintz in Washington and former White & Case lawyer Stephen Case in London, both of whom have experience in the representation of investment banks in various distressed and special situation financings. With Mintz on board, Orrick advised Goldman Sachs, CarVal Capital, and Orix Finance as bidding lenders in three separate trees for a projected $400 million post-petition financing in the bankruptcy city of Detroit. Orrick is a natural choice to represent the interests of parties caught up in a huge municipal bankruptcy. The firm has extensive experience as counsel to the City of Stockton, California, in its ongoing Chapter 9 restructuring.
D’Aversa recently took the lead in the representation of Wilmington Trust as agent for a syndicate of first-lien lenders in a bankruptcy case in the Las Vegas US District Court.
It would be hard to find a more well-rounded corporate law firm than Paul Hastings, whose transactional areas include bank lending, project finance, debt, equity, and high-yield capital markets, hedge funds, registered funds, and restructuring. The firm has developed a specialty in capital markets transactions going toward financing acquisitions, as detailed below. It also has a highly sophisticated financial services regulatory practice, which advises no less a client that The Charles Schwab Corporation on the structuring and development of new financial products, and on Dodd-Frank compliance issues.
A client of the regulatory practice told IFLR1000, “I’ve done work with them for a number of years. I find them to be very thoughtful, their advice is always very sound, it leans toward the conservative in terms of analysing risk. They can be a little slow to respond sometimes, which I attribute to the fact that they’re incredibly busy. If you need something for them to respond to right away, they’re not always the right firm, but nevertheless they are my go-to firm for regulatory work.”
Banking and finance
But it is on the transactional side that Paul Hastings does a bulk of its most innovative cross-border work. In September 2013, Katherine Bell, Peter Burke and Jennifer Hildebrandt advised TPG Specialty Lending as administrative agent and arranger in a $52.5 million second lien term loan for Kewill Holdings, for purposes of financing the acquisition of the software solutions business of Four Soft and its subsidiaries. The deal is as international a transaction as one could find, with Kewill incorporated under England and Welsh law, Four Soft subject to the laws of India, and the Paul Hastings lawyers based in Orange County and downtown Los Angeles.
Financial services regulatory
When it comes to energy sector deals, regulatory expertise, including an understanding of the idiosyncratic demands and expectations of regulators in a given jurisdiction, is essential to helping clients undertake innovative projects. William DeGrandis and Tom Mounteer, attorneys in the firm’s project finance practice, assisted their client Idaho Wind Partners in a successful bid to obtain an order from the Federal Energy Regulatory Commission protecting revenue streams related to its 185MW wind project, which might otherwise have been subject to curtailments in a “light loading” period. The Paul Hastings lawyers succeeded in helping their client secure this order while the Idaho state commission was still deliberating about the curtailments.
Paul Hastings continues to find work for a high-profile client, Facebook, as the social media leader forges ahead with the development of data centres in various parts of the United States and abroad. The firm has advised Facebook on the negotiation of agreements with electric utilities, including power purchase agreements and construction agreements for electric facilities, and has provided critical input on the Project Catapult data centre in Iowa.
In the capital markets arena, Paul Hastings is a firm of choice for global banks providing critical assistance to private equity shops in acquisition mode. In August 2013, partner Michael Michetti advised UBS, Barclays, Citigroup, Deutsche Bank, Mizuho Bank, RBC, Macquarie Capital, HSBC, KKR Capital Markets and Sumitomo Mitsui Banking Corporation in connection with a $1.9 billion term loan, a €400 million term loan and a $400 million cash flow revolving facility. The proceeds from these deals helped finance KKR’s $3.9 billion acquisition of Gardner Denver.
In September 2013, partner Michael Chernick represented Shuanghui International Holdings in an agreement with a large group of global banks including Bank of China, Credit Agricole, RBS, and Standard Chartered Bank, for $4 billion of debt financing to finance its acquisition of Smithfield Foods, in what the firm characterises as the largest-ever acquisition of an American company by a Chinese company.
In May 2013, Michetti and Chernick pooled their talents to advise Morgan Stanley and other initial purchasers in relation to Dynergy’s $500 million offering of 5.875% senior notes due 2023, undertaken in order to pay back the client’s recently issued $500 million term loan B.
Not all of the firm’s work for hedge funds is public, but one ongoing matter provides a further illustration of the firm’s international transactional reach. Partner Mitchell Nichter is representing fund manager Pari Washington in the restructuring of an India-based hybrid fund, working with parties in India and Mauritius as well as the United States. In April 2013, Nichter represented Post Advisory Group in the sale of a minority stake to Nippon Life Insurance Company, in a transaction subject to Japanese tax and regulatory rules and guidelines.
On the registered fund side, partner Dominick Pugliese is representing the Board of Trustees of the Pacific Select Fund and Pacific Life Funds, which have $60 billion in assets under management, in the development of a series of alternative strategy fund of funds and a series of alternative asset strategies. According to the firm, the alternative strategies are aimed at lessening volatility and boosting risk-adjusted returns for investors.
Pillsbury is a transactional law firm with active capital markets, project finance, structured finance, and investment funds practices. The firm’s capital markets practice purports to have completed more than $21.4 billion of securities offerings within the past year. Its lawyers work on transactions ranging from IPOs and secondary offerings to SEC-registered direct offerings, from PIPEs to medium-term notes, straight and floating rate debt, and first mortgage bonds.
Banking and finance
In the project finance space, the firm’s emphasis is on energy, oil and gas, and power infrastructure deals. The firm can claim one of the country’s biggest, most innovative, and potentially most precedent-setting municipal solar projects, the Sunset Reservoir Solar Project, as its own. San Francisco-based partners Michael Hindus and Phillip Jonathan Tendler are advising Recurrent Energy on the implementation of lease, power purchase, construction, and operation contracts for the project, consisting of almost 24,000 solar panels, with the expected capacity to generate enough energy to slash carbon emissions in San Francisco by more than 100,000 metric tons. Hindus is also advising Tesoro Corporation on its $2.38 billion purchase of BP North America’s refining and marketing operations in Southern California, including an oil refinery on the outskirts of Los Angeles with a 266,000 barrel-a-day capacity.
Pillsbury’s investment management practice has a strong focus on investments involving real estate assets. Partners in Pillsbury’s Washington office are advising Walton Asset Management Company in relation to the raising of more than $1 billion for purposes of horizontally developing the client’s land holdings. The firm is deploying partners with corporate, securities, tax, and real estate backgrounds to this end. Pillsbury is also representing Arizona Public Safety Personnel Retirement System in relation to more than $100 million of investments in a commodities fund and a global equities fund, and in the drafting of an investment management agreement. Partners Jill Block in New York and Christian Buerger in Washington are assisting lead partner Brant Maller in advising Bijou Properties on the raising of capital from union pension plans to deploy in two multi-use development projects.
In July and August 2013, partners Jeffrey Stern and Anthony Schouten acted as lead outside counsel to Macquarie Group for its structured finance/specialty finance loan origination program. The lawyers are also advising Radian Asset Assurance in a series of structured insurance transactions. Partner Andrew Troop is advising a confidential client and its subsidiaries in the restructuring and wind-up of structured funds holding portfolios of structured finance securities backed by financial guaranty insurance policies.
A funds client of the firm told IFLR1000, “I think Pillsbury is better than average in terms of collaborating internally to get the best outcome for their clients. Part of it is a function of how effectively their resources are managed. Our experience has been quite positive.”
The same client offered some thoughtful feedback on cost. “As a general statement, most lawyers these days are overpriced. With that said, I think that Pillsbury is more moderate in our experience than other large firms based on the East Coast. From a value standpoint, Pillsbury is reasonably priced.”
When it comes to private equity, Ropes & Gray is a firm to watch. Ropes & Gray’s private equity transactional practice has gained a roster of clients and market share rivalling those of the biggest names in the field. Meanwhile, Ropes & Gray’s capital markets practice pursues a strategy of focusing intensively on pharma sector deals, though not to the exclusion of the telecommunications, information technology, and home building sectors. Ropes & Gray has a leading hedge fund practice, much of whose work is strictly confidential. The firm’s global network has grown substantially with the opening of a Seoul office and the hiring of partner Jaewoo Lee from Cleary Gottlieb Steen & Hamilton in August 2013.
Financial services regulatory
Ropes & Gray’s regulatory practice enters our rankings this year in recognition of the sophisticated advisory work it is doing nationally and internationally for banks, companies, and individuals in an age of drastically heightened securities enforcement and regulatory scrutiny. In the current environment, it is hard to evaluate this or any firm’s transactional practices in isolation from its ability to help clients anticipate and respond to regulatory challenges and enforcement actions. The firm and New York-based practice co-head Eva Carman have risen admirably to the challenges posed by M&A disputes, the STOCK Act, new disclosure obligations, stepped-up scrutiny of money-market funds, and other developments.
A client of the regulatory practice says, “We rely heavily on Eva Carman and her group. She’s been a tremendous resource to me throughout SEC examinations and regulatory inquiries. I’m extremely satisfied as a client with Ropes & Gray. They are very, very dependable. Their expertise is unmatched. And Eva is reachable at any time, willing to go beyond what would be considered reasonably necessary, to take the time to walk you through any issues.”
A second client reflects, “They do substantially all our work. They certainly understand the issues, they’re got functional expertise, and they also have incredibly capable people who are specialists and understand the broader relevance, the broader application. As a general comment, I would say that you get incredible expertise around private equity and the variety of issues and tangents you can take from that. They’ve also got a little more humanity than some of the other firms I’ve dealt with.”
The firm has demonstrated a knack for enabling clients to get the most out of M&A deals. In August 2013, partner Michael Sexton represented Johnson & Johnson in its $1 billion acquisition of Aragon Pharmaceuticals, crafting a deal that allowed the client to take control of a drug expected to be instrumental in prostate cancer treatment. Sexton’s work came hot on the heels of partner Amanda Morrison’s advising the Special Committee of Cole Credit Property Trust II in July 2013 on a merger agreement with Spirit Realty Capital, resulting in the formation of the second-biggest publicly traded triple-net-lease REIT in the US, valued at $7.1 billion. In January 2014, practice head Jane Goldstein represented Merrill Lynch as financial advisor to Kroger Co regarding its merger agreement with Harris Teeter Supermarkets, whereby Kroger will buy all outstanding Harris Teeter shares for roughly $2.65 billion. Private equity partner Taylor Hart represented Berkshire Partners in its acquisition of Catalina Marketing Corporation, for an undisclosed amount, in April 2014, following his work for the same client in its $2 billion purchase of Lightower Fiber Networks and Sidera Networks in April 2013.
On the capital markets side, practice co-head Patrick O’Brien advised IMS Health in its proposed $1 billion IPO announced in January 2014. In June 2013, the practice’s other co-head, Paul Kinsella, advised animal health medicinal firm Zoetis in its $13.2 billion spin-out from Pfizer. The firm has represented the DoubleLine Funds, which had over $47 billion in assets under management as of December 31, 2014. Ropes & Gray acted as counsel for the DoubleLine Income Solutions Fund in its $2.3 billion IPO, which the firm characterises as one of the all-time biggest IPOs for a US closed-end bond fund.
Highlights of Ropes & Gray’s restructuring work include advising the holders of more than $30 billion of residential mortgage-backed securities issued by ResCap subsidiaries, and acting as liaison counsel for thousands of defendants in the avoidance action proceedings against former shareholders of the Tribune Company seeking recovery of funds that the defendants received in Tribune’s LBO in 2007.
Much of the firm’s work on behalf of private investment funds is strictly confidential, but it can be disclosed that partners Brett Robbins and Jason Brown in Boston and Raj Marphatia in Silicon Valley, are advising Makena Capital in a broad range of transactions including its investments in hedge funds, private equity funds, venture capital funds, and managed accounts. Ropes & Gray also continues to erode the near-monopoly that another global firm previously held on work for Thomas H Lee Partners. Attorneys John Ayer, Ann Milner, and Jason Brown are advising the client in relation to fundraising for its seventh fund, Thomas H Lee Equity Fund VII.
While Schulte Roth & Zabel does more work with and for hedge funds that most other corporate law firms and its lawyers possess almost unrivalled funds expertise, it is a mistake to think of Schulte as exclusively a “hedge fund firm.” Schulte is quite strong in M&A, private equity, structured finance, restructuring, and regulatory work. The firm has developed a specialty in the representation of clients with a focused on distressed assets, such as repeat client Cerberus Capital Management. Schulte’s work for Cerberus carries over into capital markets and structured finance, as detailed below. Moreover, the firm has taken the lead in the advising of activist fund managers, who have led a push in recent months for specialised fund structures.
A client gave IFLR1000 the following assessment: “We’re generally very happy with Schulte. I find them to be highly responsive, both in their primary relationship and in one-off situations that arise. In particular, the partner I primarily work with, David Efron, is very responsive and provides sound, practical, business-oriented advice. He really knows the industry and how to navigate through various scenarios.”
A second client reflects, “If there’s a weakness in their corporate lineup, I would say it’d probably be in employment matters. They don’t have a really strong labour law department. But they have beefed up their bankruptcy and workout practice. On a separate matter, it is generally the case with all big law firms that the quality of the associates is mixed. Occasionally you’ll find one who doesn’t cut the mustard. We try to deal with senior associates at Schulte, so that we get the best types.”
In one of 2014’s largest leveraged buyouts, partners Stuart Freedman, John Pollack, Robert Loper and Alan Waldenberg are advising Albertsons, Cerberus Capital Management and a group of investors on the $9 billion acquisition of grocery store chain Safeway. Under the terms of this deal, shareholders will gain proceeds valued at $3.65 per share from the sale of assets of a real estate development subsidiary, Property Development Centers, and the sale of its 49% share in Mexican retailer Casa Ley. In February 2014, Schulte’s lawyers provided counsel on Cerberus Capital Management’s $1.37 billion sale of 55% stake in a Japanese property operator, Kokusai Kogyo, to the latter’s founding family, which already owned the balance of shares.
The firm’s structured finance practice continues to do highly sophisticated work. In June 2013, Paul Watterson advised Prudential Investment Management in a $415 offering of CLO notes. In April 2013, partner Eliot Relles represented Cerberus Offshore Levered I LP as issuer and COL I CORP as co-issuer, of $300 million of notes secured through a mid-market commercial loan portfolio.
In the investment funds space, Schulte purports to represent approximately half of the 100 largest hedge funds and more than 3,000 investment funds. In 2013, partner David Efron undertook a series of representations for alternative asset manager Man Group, advising the client on everything from fund launches for its GLG Partners and AHL divisions, to regulatory and compliance obligations in multiple jurisdictions under the Dodd-Frank Act. Partner Joseph Smith had advised DRA Advisors in relation to a $1.3 billion offering of its real estate private equity fund, Fund VIII, and various operations including a credit facility. Work for Sachem Head Capital Management falls under the purview of partner Stephanie Breslow, who has advised the client on $800 million of hedge fund launches for Sachem Head, whose CEO Scott Ferguson was previously at Pershing Square Capital Management. The firm characterises Sachem Head as an example of a type fund managers in search of structures suitable for an activist approach.
Restructuring and insolvency
On the restructuring side, partners Michael Cook and Lawrence Gelber have secured confirmation of a plan of reorganisation for Pfizer subsidiary Quigley Company in a Chapter 11 proceeding in which many plaintiffs advanced asbestos-related personal injury claims against Quigley. Thanks to the lawyers’ efforts, Quigley has gotten a green light to emerge from its Chapter 11 reorganisation in spite of a dissenting creditor class and the persistent claims of asbestos personal injury claimants. The plan exempted Quigley from at least $5.6 billion of current and future asbestos-related liability, as well as granting Pfizer an injunction ruling out further asbestos claims related to Quigley.
In a separate matter, partners Brian Pfeiffer and Peter Declercq are advising Wilmington Trust Company in connection with desired recoveries in the liquidation proceedings of Petroplus Finance and a number of affiliates. According to the firm, the bond debt in question stands in excess of $1.6 billion, as Petroplus entities undergo liquidation in numerous European jurisdictions as well as Bermuda.
Shearman & Sterling is justly known as a firm with longstanding relationships with leading global banks, particularly Citigroup, which gained former Shearman senior partner Rohan Weerasinghe as its general counsel in April 2012. Contrary to the whispers one sometimes hears in the industry about lawyers defecting from the firm, Shearman’s leveraged finance practice scored a coup in February 2014 with the hiring of a quartet of experienced partners. Ronan Wicks previously worked as global co-head of the banking and debt capital markets practice at Orrick Herrington & Sutcliffe, which he co-founded with Patrick Flanagan and Jason White, who accompanied him to Shearman. The fourth hire, Gus Atiyah, was previously a partner at Fried Frank Harris Shriver & Jacobson. Without doubt, the addition of these four veteran leveraged finance lawyers can be expected to deepen the firm’s existing relationships with financial institutions as acquisition financing picks up in a brightening economy. Shearman did lose veteran M&A partner Peter Lyons to competitor Freshfields Bruckhaus Deringer in September 2014.
A client who has worked with Gus Atiyah gives the following account: “We worked on a specific area related to a debt re-financing. Gus looked beyond the issues in front of him, he thought about other areas of business of this transaction that might impose risk and he brought some of his colleagues in who specialised in those other areas. I found him to be always attentive and smart with respect to my needs as a client.” But the client adds a caveat: “I definitely get the sense that they’re more expensive than some of the other firms.”
A client of the banking practice says, “I’ve known Joshua Thompson for years now. He’s extremely smart, a very fast thinker and he can delve into complex matters in a sophisticated way and get to the right answer and the practical answer quickly. He’s good with complex inter-creditor relationships, and I find it’s always helpful to have his insight.”
One of the firm’s institutional relationships has been with IntercontinentalExchange (ICE). In June 2013, partner Geoffrey Goldman oversaw a team of lawyers advising ICE and affiliates in the development of its swap and futures clearinghouses and trading facilities. Standouts among these complex and innovative lines of business include an offering of clearing for credit default swaps through both ICE Clear Credit and ICE Clear Europe, the broadening of these clearinghouses’ offerings and the development of new collateral segregation models. Compliance with evolving SEC and CFTC rules and regulations is also a priority for ICE and its customers.
When it comes to regulatory advice for banks, Shearman partner Donna Parisi is handling a bulk of the work. Her clients include Bank of America Merrill Lynch and others in the US and abroad whose identities are not public. Working closely with Parisi are derivatives and structured products partners Azam Aziz, Geoffrey Goldman, as well as capital markets partner Manuel Orillac and financial institutions regulatory advisory lawyers Donald Lamson and Bradley Sabel.
Shearman has a prestigious investment funds practice with far greater versatility than one would find at many other firms. The firm represents hedge funds and private equity funds as well as funds in the “registered alt” category, that is to say, 40 Act-registered funds with investment strategies commonly associated with hedge funds. One of Shearman’s ongoing engagements involves partner Nathan Greene’s representation of Blackstone Alternative Alpha Funds in the $1 billion launch of the Blackstone Alternative Multi-Manager Fund, Blackstone’s first daily valued alternatives fund marketed toward individual investors. Greene is also advising First Eagle Funds on the Global Income Builder Fund, launched in 2012.
Shearman’s M&A practice is widely known for having engineered the 1998 Daimler-Benz and Chrysler Corporation merger, but has not rested on its laurels since then. The firm has worked on many other cross-border transactions since that time for leading clients such as Anglo American, Bank of America/Merrill Lynch, Citigroup, Dow Chemical, General Electric, Goldman Sachs, Morgan Stanley, Novartis, Siemens, Société Générale, Thomson Reuters, Viacom and many others.
In June 2013, George Casey and Eliza Swann advised Liberty Global in its $25.5 billion acquisition of Virgin Media, in an innovative transaction that involved re-domiciling both the acquirer and the target in the UK through a four-merger deal structure. The upshot was that Liberty Global and Virgin Media became wholly owned subsidiaries of New Liberty Global.
Partners of the firm who are closely associated with its M&A practice have had a hand in restructuring matters. Steve Camahort and a large team of his colleagues with M&A backgrounds have been advising Coldwater Creek and its debtor affiliates in their Chapter 11 bankruptcy filed in Delaware in April 2014. According to the firm, this may be the only instance of a Chapter 11 liquidation in which a plan of liquidation, disclosure statement, and plan support agreement were filed on the first day of the bankruptcy. In a separate matter, partner Frederick Sosnick in August 2013 advised Jefferies Finance as lender, administrative agent and collateral agent under the secured loan of Physiotherapy Associates Holdings, and advised a steering committee of secured lenders under the same loan. Sosnick was reportedly able to negotiate an out-of-court payoff of the secured loan at par.
Sidley is a firm where top-rated lawyers in the investment funds legal market want to be. The firm’s strategy is one of aggressive lateral hiring. Sidley has benefited from the addition in November 2013 of Timothy Spangler, the former head of Kaye Scholer’s investment funds practice, as a partner based in Los Angeles. While at Kaye Scholer, Spangler had racked up substantial experience advising clients including Valcour Opportunity Fund, IPM Informed Portfolio Management, One Stone Energy Partners, Teka Capital, and others in connection with the structuring, formation, documentation, and/or closing of new funds.
Spangler’s hiring followed closely upon the addition of an 11-lawyer team from Bingham McCutchen’s funds practice in March 2013. Sidley has complemented these stateside hires with high-profile additions in London and Singapore. The “fresh blood” has been instrumental in the ongoing growth of a practice that counts among its clients the BlackRock Funds, CIP Capital, Credit Suisse Asset Management, Deutsche Bank, Forum Capital, Garrison Investment Group, Guggenheim Fund Solutions, Jeffries Asset Management, Morgan Stanley Alternative Investments, Neuberger Berman, Pine Brook Road Partners, Williams Capital Funds and many others.
Innovation has been a distinguishing feature of some of Sidley’s recent funds work. In the last quarter of 2013, a Sidley team advised Alternative Currencies Asset Management, an affiliate of SecondMarket, in relation to the development and launch of the Bitcoin Investment Trust. As its name indicates, this is the first US-registered investment trust offering a long exposure to bitcoin. In May 2013 and September 2013, William Kerr and Michele Ilene Ruiz advised III Offshore Advisors in the formation of two single investor/single relationship funds specialising in fixed-income strategies. In April 2013, Timothy Clark and Beth Quintana advised Athyrium Opportunities Associates, a joint venture between Athyrium Capital Management and Neuberger Berman, on the formation of the $515 Athyrium Opportunities Fund, which pursues a strategy of royalty monetisation within the healthcare industry. Much of Sidley’s other work in the funds space shows originality and flair, but is not public.
Sidley’s capital markets practice, like its funds practice, has benefited from aggressive lateral hiring in recent months, notably the recruitment of former Andrews Kurth lawyer Tim Langenkamp in Houston in May 2013; of former Baker Botts partner Herschel Hamner in Houston in July 2013; and of Thomas Kim, a former SEC chief counsel and associate director, in Washington in August 2013. Then, in November 2013, the firm lured partner Angela Fontana and a team of associates from the offices of Weil Gotshal & Manges in Dallas.
Some of Sidley’s work in the capital markets falls into a pattern of repeat engagements for a given client. In May 2013, November 2013, March 2014, partner Jonathan Miller acted as issuer’s counsel for Colgate-Palmolive Company in the latter’s six issues of medium-term fixed-rate notes worth $2.2 billion. In February 2014 and December 2013, Kevin Blatchford advised Arthur J Gallagher & Co and subsidiaries on two offerings of senior notes valued at $800 million. From January 2013 to March 2014, Michael Kohler, William Massey, and Aryeh Zarchan represented Goldman Sachs in more than 1,100 offerings, ranging from structured CD offerings to structured notes, with a value in excess of $1 billion.
Sidley has hardly been less busy on the equity side of the capital markets, with recent notable engagements including Bartholomew Sheehan’s advising American Residential Properties on its $330 million IPO in May 2013, J Gerard Cummins providing counsel to Starwood Property Trust in a $1.5 billion common stock issuance closing in September 2013, Cummins and Edward Petrosky representing QTS Realty Trust in a $257 million IPO in October 2013 and Jonathan Freedman advising Blue Capital Reinsurance Holdings in a $143 million IPO in November 2013.
Sidley’s top-tier structured finance and securitisation practice continues to do deals at a steady clip for leading clients Deutsche Bank, JPMorgan Chase, Morgan Stanley, Citi, Wells Fargo, Bank of America, Credit Suisse, Barclays Capital, and GE Capital, to name a few. Strengths and specialties of the practice include commercial mortgage-backed securities, residential mortgage-backed securities, auto loan and auto lease-backed notes, and notes secured by credit-card receivables, again to give only a partial list.
It is been another strong year for Simpson Thacher. The departures of partners Andy Calder and Sean Rodgers for Kirkland & Ellis in April 2014 and November 2013, respectively, were losses for the firm insofar as Calder and Rodgers are esteemed lawyers with many corporate clients, but Simpson Thacher’s M&A and private equity practices, like other areas of the firm, are far too strong, far too grounded in longstanding institutional relationships, to suffer much from a couple of defections. Simpson Thacher continues to shine as an almost unrivalled global leader in the banking, project finance, M&A, private equity, derivatives, structured finance, investment funds, and regulatory spheres.
An example from the M&A field comes readily to mind. In February 2014, partners Bill Curbow and Eric Swedenburg oversaw a transaction that is staggering for its sheer size and cross-border complexity, advising Vodafone Group in relation to the $130 billion sale of its 45% stake in Verizon Wireless to Verizon. The deal came hot on the heels of another deal Swedenburg undertook with partner Mario Ponce in November 2013, representing Office Depot in its $1.1 billion all-stock merger of equals with OfficeMax Incorporated.
Where M&A shades into private equity, partners Wilson Neely and Anthony Vernace have led the way on transformative deals namely Blackstone’s $5.4 billion acquisition of Gates Corporation in April 2014. In a deal announced in December 2013, partner Marni Lerner is advising USF Holding Corporation, a portfolio company of KKR and Dubilier & Rice, in USF’s acquisition by Sysco Corporation.
All too often in the current environment, M&A shades into the FIG regulatory sphere more than any other, and here is where veteran attorney Lee Meyerson’s regulatory practice stands out. Part of the firm’s strategy is to seize upon an environment where executives show a greater willingness to take risks and do deals regardless of how much effort this may involve at the regulatory level. In a deal announced in March 2014, Meyerson is advising JPMorgan Chase & Co. in the sale of its physical commodities business to Mercuria Energy Group Limited for $3.5 billion. Meyerson advised Beech Street Capital in its sale to Capital One for an undisclosed amount in November 2013.
Banking and finance
A project finance client offers the following evaluation: “They’re a great law firm and David Lieberman is top shelf. He’s a very knowledgeable, he’s always available he’s very clear and concise, and he’s got a lot of leadership qualities. We had a couple of instances on our deal, at pretty critical junctures, where he stood up and took the bull by the horns, and led the project through some difficult legal issues.”
Simpson Thacher’s derivatives practice unites regulatory and transactional work and has strived to keep clients keep abreast of their compliance obligations generally and understand specific issues such as whether a client is an eligible participant in OTC derivatives contracts – a vexed issue for some clients as regulators’ scrutiny intensifies. On the transactional side, the practice has demonstrated the ability to handle mergers with manifold derivatives implications because of the nature of the parties and assets involved. A recent standout is the firm’s representation of JPMorgan Chase & Co in relation to the announced $3.5 billion sale of its physical commodities business to Mercuria Energy Group Limited.
The firm’s private funds practice continues to command a market share that other firms can only envy, doing steady work for such clients as BTG, Blackstone, Carlyle, First Reserve, KKR, New Mountain, and Silver Lake on the private equity fund side, and Blackstone (again), Carlyle, Citigroup, Corsair Capital, CVC Credit Partners, Roundtable Investment Partners, and Spring Mountain Capital on the hedge fund side. In a recovering and tepid market where private equity fundraising was 33% below its peak in 2008, Simpson Thacher has reported record fundraising in 2013, well above 2008 levels.
As for registered funds, the practice overseen by Sarah Cogan continues to impress clients with its expertise. Closed-end fund offerings are a particular forté, as exemplified by the firm’s work in connection with Blackstone Real Estate Income Funds’ initial offerings of shares to qualified clients, and its representation of Raymond Jones & Associates, RBC Capital Markets, Stifel Nicolas & Company, and Oppenheimer in relation to THL Credit Senior Loan Fund’s $132 million IPO.
A client of the firm’s registered funds practice offers the following assessment: “I’ve worked with Sarah Cogan and her team since late 2006. They’re one of only a handful of firms that I prefer to see from the underwriters’ counsel perspective on 40 Act-listed vehicles. They’ve got great folks on the execution side at the associate level, but Sarah has a wealth of knowledge and history. She can find precedents, recall instances in past deals similar to problems encountered today. When you run into a road bump, need someone with more experience, that’s where Sarah is really invaluable.”
Banking and finance
A lot of firms can handle large deals. The transactions carried out by Skadden’s top-tier practices offer an intriguing blend of innovation and size, and this is nowhere more evident than in the banking sphere. Skadden has adjusted to a new regulatory environment in which investment banks have re-assessed their willingness to undertake cross-border financings. The firm was instrumental in Credit Suisse’s amendment and restatement of the $5 billion senior secured term loan obtained by Fortescue Metals Group in Australia. The loan, which stands as the all-time second-largest covenant lite term loan, symbolises the new and growing tendency of Australian companies to access US banking and capital markets directly, but it is not a deal that all U.S. banking institutions were willing to undertake. The loan might have seemed like a natural step for a company with access to Western Australia’s vast iron ore deposits, but it took the vision of Credit Suisse bankers who were not dismayed at a cross-border covenant-lite deal others might deem to risky – and the cross-border transactional expertise of Skadden’s lawyers – to connect to Australia’s resources sector virtually without intermediaries.
Financial services regulatory
On the bank regulatory side, transactional and regulatory expertise come together elegantly in the practice managed by veteran partner William Sweet. He and his colleagues have devised ways to help financial institutions carry out mergers that might otherwise have proved impossible in the current regulatory environment. A prime example is AmericanWest Bank’s acquisition of PremierWest Bank, a publicly traded target with $1.2 billion in assets, in April 2013.
While other regulatory practices may focus on FIG M&A, on regulatory advisory work, or on white-collar crime and terrorism and mafia prosecutions, Skadden continues to pursue a holistic approach and rack up successes for corporations and individuals in and out of the courtroom.
As in past years, the real standout in a firm with many distinguished practices is Skadden’s global M&A practice. In August 2013, partner Stephen Arcano oversaw a team advising regular client Valeant Pharmaceuticals, a longtime leader in the field of dermatology, in its $8.7 billion acquisition of Bausch & Lomb Holdings, making Valeant a dominant worldwide player in medical technology for the eye. Skadden’s versatile practice also played a critical role in a corporate “divorce,” namely Activision Blizzard’s $8.2 separation from Vivendi, resulting in the establishment of Activision as a prominent independent publisher of entertainment software.
On the capital markets side, the surge in Realogy’s share prices following its $1.2 billion IPO in October 2012 led to the company’s owner, Apollo, selling off all of its shares in Realogy within nine months of the IPO. Skadden partner Stacy Kanter got some much-deserved recognition for helping to engineer two secondary offerings, worth $1.8 billion and $1.2 billion, in April and July 2013 respectively.
Further ingenuity is evident in Skadden partner Jay Goffman’s handling of the $11 billion merger of American Airlines’s parent company, AMR Corporation, with US Airways, a transaction combining elements of M&A and, because of the American’s financial circumstances, restructuring. The Skadden lawyers acted as counsel to AMR’s unsecured creditor’s committee. Here was a deal that required partners to have an understanding of some of the cultural aspects of a totally different profession – where pilots and flight attendants strive to attain seniority within a single company over years, rather than moving from firm to firm – and also required acumen on the regulatory side in view of hostility from the US Department of Justice and many state attorneys general to the proposed merger. Even though the deal is similar in key respects to past mergers, involving United and Continental, and Delta and Northwest, potentially crippling antitrust challenges arose at both the federal and state levels. Skadden’s lawyers successfully settled the litigation in their client’s favour and the merger/reorganisation closed in December 2013.
Stroock is a transactional law firm with strong banking, funds, and derivatives advisory practices helping clients make sense of the Dodd-Frank Act and its impact on their business. Areas of focus include reporting and compliance obligations for mutual funds, hedge funds, private equity funds, and broker dealers, changes to swap rules and guidelines, and what it means to be a Systemically Important Financial Institution (SIFI) under Dodd-Frank. The firm provides counsel to major energy companies that have a trading arm and are concerned about whether that affiliate must now register as a swap dealer. Stroock also has a 40-lawyer restructuring team in the field, working out of bases of operations in New York, Washington, Miami, and Los Angeles.
A client of the banking practice told IFLR1000, “Michael Basile is tops in his field, he’s excellent. He usually knows the answer off the top of his head and if he doesn’t, he will find it for you in a matter of minutes. He’s very good, very knowledgeable, very efficient, and very fair. He will tell you the way it is whether or not it’s what you want to hear. Mike has a very high billing rate, but is quite efficient.”
Another client who has worked regularly with Basile says, “I think Mike’s strongest relationship is with the Florida Office of Financial Regulation, but he also has a good relationship with the FDIC.”
Banking and finance
Under partner Scott Welkis, the firm’s banking and finance practice has pursued a broad-based approach, taking on debtor engagements, creditor-side work, and energy and commodities lending transactions. Welkis recently advised Australian client Macquarie Bank as joint lead arranger and joint book manager in the structuring and negotiation of nearly $400 million of credit facilities for La Paloma Generating Company. In another recent deal, Welkis went to bat for Merrill Lynch Commodities, advising the client in a $25 million bridge financing, structured as a secured forward capacity swap, for the building of railcar facilities and a gas plant.
Another highly specialized partner of the firm is Boris Ziser, who has recently advised Barclays Capital, Deutsche Bank Securities, Credit Suisse Securities, Natixis Securities, and other clients in large private placement securitisations of fixed-rate asset-backed notes by JGWPT.
Restructuring and insolvency
On the restructuring side, partners Kristopher Hansen, Matthew Schwartz and Sayan Bhattacharyya recently advised specialty retailer Loehmann’s and its affiliated debtors in relation to their Chapter 11 liquidation. Stroock’s lawyers handled many aspects of the restructuring including overseeing the debtor’s entry into a stalking horse agreement, conducting auctions of the debtor’s assets, and handling negotiations with creditors of Loehmann’s.
Partners George Shockey and Jeff Lowenthal are advising Fortress Investment Group as a holder of interests in, and a lender to, LightSquared and its subsidiaries. Stroock’s lawyers have had a hand in the negotiating and documenting a plan of plan of reorganization, which served as the basis for various stakeholders’ provision of new funds to help get LightSquared out of bankruptcy. The bankruptcy court has adopted this plan and its stipulation of a $2.65 billion new money investment in the form of a DIP facility and a first-lien exit facility.
Banking and finance
The global approach of Sullivan & Cromwell is evident in many of its practice areas, and nowhere more so than in project finance. Sullivan & Cromwell continues to play an indispensable role in global project finance, pursuing a different financing model from other global firms.
A client offers the following general assessment: “We’ve got quite a broad corporate relationship with S&C’s New York and London offices. They’ve generally been very good about solving our problems. There’s a big difference between lawyer drafting an agreement, and a lawyer understanding what your objectives are, what you’re trying to achieve. We’ve found that the lawyers at Sullivan are quite adept. They work very well with others, they can bring an international perspective, from shareholder agreements to purchase agreements to legal due diligence. They’ve worked for us under some incredibly tight timeframes. Obviously we wouldn’t keep using them if they weren’t very, very good.”
It is a reality of cross-border corporate deals that sometimes a client’s project financing, merger, or breakthrough to the global capital markets may eliminate the need for another deal for that client for the next few years. Different firms pursue different strategies and approaches to keeping deal flow up. In contrast to firms that may represent lenders or borrowers on a single financing and then move on, Sullivan & Cromwell’s lawyers advise sponsors on a long-term basis, thus becoming deeply invested in the success and viability of a given piece of infrastructure. Few firms are as attuned to the interest of Japanese financiers in Latin American, and specifically, Chilean, projects, a trend that is likely only increase given the scarcity of natural resources in the Japan and their abundance in Latin America.
In a deal signed in November 2013, Sergio Galvis is advising Minera Antucoya in its $1.9 billion financing for the Antucoya copper project in Chile. JBIC and Export Development Canada are among the global institutions providing financing for the mine, in what the firm characterises as 2013’s largest Latin American mining sector project. Also in Chile, the firm also continues to advise Sierra Gorda SCM regarding the development of its $1 billion copper-molybdenum project, which also derives its financing from Japanese institutions: JBIC, Mizuho Corporate Bank, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, and others.
The firm continues to earn its Tier 1 status in M&A with recent highlights including Frank Aquila advising Amgen on its $10.5 billion acquisition of Onyx Pharmaceuticals in October 2013 and Alison Ressler’s representation of American Realty Capital Properties in its $11.2 billion purchase of Cole Real Estate Investments.
As with other global firms, Sullivan & Cromwell’s M&A practice increasingly overlaps with its private equity practice. Another deal keeping Ressler busy in the last year was investment vehicle ASAC II’s $8.14 billion acquisition of 172 million shares of Activision, resulting in the latter being a largely public company, with S&C’s client owning 24.9% of shares.
A client of the firm’s M&A practice delivers the following assessment: “I think Eric Krautheimer is brilliant, and I don’t use that word loosely. He has an unbelievable memory, he can bring it to bear when you need him to. He works extremely hard. He knows our business, which is particularly valuable to me. Sometimes I have to stop him and say, this is not a search for a perfect contract, it’s for one I can sign, close, and get the benefits I’m trying to get. He just is driven to get it perfect, and I have to remind him that’s not the objective.”
Restructuring and insolvency
The completion of Eastman Kodak’s restructuring in September 2013 marks the wind-down of one of the most complex, challenging insolvency cases in corporate history. The case initially drew comparisons to Nortel but, according to some observers, surpassed that restructuring in complexity by key metrics. Eastman Kodak involved units and subsidiaries in dozens of countries and a digital imaging patent portfolio of over 1,100 patents. It is to the lasting credit of S&C partner Andrew Dietderich and his colleagues that they snatched the company from the jaws of dissolution and brought it out of Chapter 11 on September 3 2013, without the impediment of major litigation by parties objecting to the client’s plan of reorganisation.
A client in a major, long-term insolvency matter comments, “We had a very large complicated restructuring. It was extremely time consuming and had a lot of intricate components. Sullivan & Cromwell brought tremendous competence, energy, talent, and creativity to the matter. They were learning on the job a bit, because they had not had a large presence on the past in debtor representations on a bankruptcy matter. This was the largest most significant matter they’d worked on in this area, may have been their first time representing the debtor. But they certainly were extremely knowledgeable in the subject area and knew what they were doing. They went above and beyond.”
Watson Farley & Williams, a London-based law firm with a strong presence in New York, specialises in asset finance transactions for the shipping industry. Many of the firm’s deals are impressive for their cross-border character. The firm’s lawyers have proven adept at developing and applying unusual structures and products to secure financing for their clients, and the transactional record for the past 18 months is quite substantial. With the opening of a Dubai office in September 2014, the firm is poised to carry out an even higher volume of cross-border deals, and it should be exciting to follow the firm’s growth in coming months.
Banking and finance
In August 2013, partner Dan Rodgers oversaw a team of lawyers advising a syndicate of banks headed by Nordea Bank Finland, New York branch, as agent in a $525 million credit facility for Scorpio Tankers. The firm characterises the deal’s structure as unusual because it required a 15-year repayment or reduction profile for each borrowing over the course of six years, while also providing that the profile decrease by the age of the ship (as of its delivery date) being financed through this borrowing. Other banks in the syndicate included ABN AMRO, Skandinaviska Enskilda Banken, DVB Bank America, NIBC Bank, CIT Finance and Deutsche Bank.
In another innovative deal, Rodgers in January 2013 advised DVB Bank, NIBC Bank, and ABN AMRO in relation to the $84 million re-financing of four platform supply vessels, intended for use off Brazil’s coast. In this sprawling international deal, the borrower and guarantors are Panamanian companies, the vessels themselves are Panamanian, but they are bare-boated to a UK affiliate of the borrower. That affiliate charters the vessels to Petrobras. Earnings accounts for the companies are located in Florida as well as the UK.
When discussing Weil’s position in the market, there is an “elephant in the room,” an uncomfortable issue difficult to overlook or ignore. This is Weil’s decision to lay off 60 associates and 110 non-legal staff and slash partner compensation by hundreds of thousands of dollars in June 2013. Few people outside the firm expected the layoffs and cuts and they leave little doubt that leaner times have come for Weil, as for other global law firms. But with a little over a year’s hindsight, Weil may have had its reasons for the move. There is a certain economic logic at play, and the transactional record and client feedback suggest the firings have not hampered the firm’s ability to work on an banking, M&A, private equity, capital markets, structured finance, investment funds and restructuring transactions over the past year.
Banking and finance
Nor has the firm suffered overwhelmingly and irreparably from the departures of banking and debt finance partners in Texas and New York in late 2013 and early 2014. Its transactions in this space are as ambitious and complex as ever. In January 2014, banking partner Daniel Dokos advised Citi, Wells Fargo, and Deutsche Bank as joint lead arrangers in $1.2 billion of senior secured credit facilities for CBS Outdoor Americas Capital and CBS Outdoor Americas Capital Corporation, for purposes of financing a spinoff of CBS Outdoor Americas. Concomitantly, Weil advised the client on $800 million of high-yield bond financing. Weil’s lawyers are currently representing the underwriters in a planned IPO of CBS Outdoor Americas.
In July 2013, Allison Liff advised Fidelity National Financial in $1.9 billion of credit facilities to finance its acquisition of Lender Processing Services.
Highlights of Weil’s capital markets transactions include Jennifer Bensch’s representation of Barclays as underwriter in American Realty Capital Corporation’s $2.55 billion senior notes offering for purposes of acquiring Cole Real Estate Investments in February 2014; Corey Chivers’s advice to Leucadia National Corporation in a $1 billion of senior notes offering in October 2013; and David Lefkowitz’s work on General Electric Capital Corporation’s $1 billion preferred stock issue in June 2013.
Weil continues to earn its top-tier status as an M&A shop through transformative merger work drawing upon partners with many different areas of specialisation. Silicon Valley-based partners Keith Flaum and James Griffin have handled a number of the most complex deals with a tech component. The partners are advising long-time Weil client Applied Materials in its $29 billion merger with Tokyo Electron, in an all-stock combination in which Tokyo Electron enjoys a roughly $9.3 billion valuation. Flaum and Jane Ross represented Facebook in its $16 billion acquisition of WhatsApp, announced in February 2014.
Private equity and M&A partner Michael Aiello has advised private equity leader Thomas H Lee Partners in a series of deals that have significantly expanded the client’s footprint and market share. Weil was THL’s counsel in its acquisition of 1-800-CONTACTS in February 2014 for an undisclosed amount, advised the client on its $1.1 billion purchase of CompuCom Systems in May 2013, and represented THL and Broad Street Principal Investments in the purchase of CTI Foods Holdings for an undisclosed amount in June 2013. Weil is also representing THL in a planned $2 billion stock and cash sale of Sterling Financial Corporation to Umpqua Holdings.
A client says, “We’ve been using a couple of partners who are experts in M&A. Their guidance is very pragmatic. They solve issues and provide a depth of experience. I think very highly of them.”
The same client offers some reflections on the recent layoffs: “They let go about 60 associates, which is a bit surprising, because most firms made it through four or five years of attrition or layoffs and it came out of the blue for Weil. But looking at the M&A space as it relates to real estate advisory work, they continue to do good work. They’ve always available, they have a really great working team, and they provide very reliable advice. The layoffs certainly didn’t affect the practice groups that we were working with.”
A second client reports, “We’ve worked with Keith Flaum and Jane Ross, based in Silicon Valley. They jumped in for us on a major M&A deal and they are both simply stellar. The combination of the power, sophistication and depth of a national or international firm, while being able to understand the unique needs of tech companies.
White & Case is one of a few firms, along with Milbank and Latham & Watkins, that eclipse most competitors in the volume and cross-border reach of their project finance transactions. While global in scope, the firm concentrates particularly on the power and infrastructure sectors of Mexico, Brazil, Chile and Peru. Arthur Scavone, global head of the firm’s project finance practice, commands a strong reputation in the industry and has built up the practice through the hiring of Someera Khokhar as head of the firm’s Americas energy, infrastructure, project finance and asset finance section in June 2012, and through a series of appointments to the partnership in 2013 and 2014.
A client reflects, “I’ve worked with this firm for many years. Carlos Viana is an excellent lawyer. I think the bills are more competitive than many firms’ bills. There’s a lot of flexibility. At times, the bills may have come in higher than the estimates or caps, but in general they are still very competitive, and that’s another reason we keep going on back to them. We’re quite pleased. All in all, high marks.”
A second client recalls, “They’ve done work for us on a couple of notable Latin America transactions in the last year. They have an excellent team.”
Banking and finance
In July 2013, Carlos Viana advised Empresa de Generación Huallaga as borrower, and Odebrecht Energia as sponsor, in the development, building, and financing of the Chaglla hydroelectric power generation project in Peru. This $1.2 billion, 406 MW plant is possible thanks to an investment from BNDES, its first major investment in a Peruvian project, and thanks also to a unique and intricate financing structure notable for limited contingent equity sponsor support and the absence of a completion guarantee. Viana and colleagues oversaw the negotiation of more than 25 financing and security agreements as well as amendments to project documents.
In May 2013, Victor DeSantis advised DNB Bank ASA as mandated lead arranger and administrative agent in financing arrangements for a joint venture by Technip and Odebrecht Oleo e Gas for the roughly $1 billion construction, operation, and chartering of a pair of pipelaying support vessels over five years. Once completed, the vessels are to be chartered to Petróleo Brasileiro. Adding another layer of cross-border complexity to the deal is the circumstance of the ships being built in South Korea by Daewoo Shipbuilding and Marine Engineering, underwritten by The Export-Import Bank of Korea. The two export credit agencies and nine lenders involved in the financing raised separate legal issues under South Korean, Brazilian, Dutch, Austrian and US law.
While the firm’s project finance work is generally quite sophisticated, not all of it is international. In November 2013, Arthur Scavone and Marius Griskonis advised Sandy Creek Energy Associates as borrower in relation to the $1.2 billion refinancing of an interest in a coal-fired power general facility in Riesel, Texas. The firm characterises this refinancing as one of the biggest single power plant term loan B financings in all of 2013.