Solicitors governing body: State bar associations
Competition authority: Federal Trade Commission
Financial regulators: Securities and Exchange Commission, Commodity Futures Trading Commission, Federal Reserve, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Securities Investor Protection Corporation
IFLR1000 ranking categories for this jurisdiction:
Financial and corporate (Published October) - Banking, Capital markets: Debt, Capital markets: Derivatives, Capital markets: Equity, Capital markets: High-yield, Capital markets: Structured finance and securitisation, Financial services regulatory, Hedge Funds, Private equity funds, Registered funds, M&A, Private equity, Project finance, Restructuring and insolvency
The United States has a corporate legal industry of incomparable vastness and complexity. It includes everything from single-lawyer boutiques to global firms with thousands of lawyers. Law firms that began operating in the 1790s compete with new entrants and with the local offices of 'magic circle' and European firms eager to expand their US beachhead. Large law firms in the US may include both transactional and dispute (including contentious regulatory and trial litigation) practices. There is wide variety among firms with respect to structure. Many firms have associates, counsel, and partners, but not all partnerships follow the equity (shareholder) model, nor do all firms agree on the desirability of an “up-or-out” policy for associates.
With 203 law schools accredited by the American Bar Association, the US is blessed with an enormous pool of legal talent. It is common, to a greater extent than in countries like neighboring Canada, to meet lawyers devoted to a highly specialised sub-area within a field of corporate law, such as the high-yield debt capital markets, the real estate investment trust (or REIT) area of the funds and securities worlds, the shipping finance side of bank lending, or the renewable energy sector within project finance. There is corresponding variety in law firms. Some devote themselves entirely to hedge funds, some specialise in creditor-and/or debtor-side restructuring, some focus on financial services regulations, while still others are litigation shops protecting corporations from class actions.
Corporate law firms in the US have come in for criticism for their lawyers’ fees, which often exceed $1,000 an hour, and for tactics that some view as rapacious. Symbolic of the worst tendencies of US firms in some observers’ eyes was the law firm Dewey & LeBoeuf, which collapsed in May 2012 after years of aggressively hiring partners to the point where the firm’s revenues fell short of its myriad obligations. Dewey’s dissolution flooded the legal market with experienced legal professionals in need of new platforms. The rebukes directed at Dewey, and at some firms still in operation, are reminiscent of criticisms leveled at banks and financial services corporations whose reckless behavior contributed to the financial crisis of 2008-9.
The meltdown of 2008-9 led to extensive consolidation within the banking industry, but had even greater ramifications at the regulatory level, as authorities grasped for ways to ensure economic and political stability and assuage a badly shaken public. Among the most significant developments were the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the Dodd-Frank Act), which President Barack Obama signed into law on July 21 2010, and one of its core provisions, the Volcker Rule. Today, banking regulations in the US are so extensive and complex that lawyers devote significant parts of their careers to keeping abreast of regulatory changes, representing banks before regulatory bodies, and educating clients through seminars, talks, articles, bulletins, and webcasts.
Symbolic of the Dodd-Frank Act’s general thrust is its requirement that banks prepare detailed reports enumerating all of their assets around the world and setting forth exactly what will happen in the event of a wind-down. These documents are known as “Living Wills” and typically run to thousands of pages. Assisting banks with the preparation and updating of their Living Wills, which must anticipate events unfolding under separate and often conflicting legal frameworks, has virtually given rise to a new field within bank regulatory work. But it is the Volcker Rule, named after former Federal Reserve Chairman Paul Volcker, with its ban on somewhat vaguely defined “proprietary trading” by banks, that has proven the most contentious part of Dodd-Frank, and the hardest to enforce.
Michael Washburn - Americas Editor
Kaye Scholer made a number of new hires in the past year: Kathleen Moriarty and Howard Goldwasser joined the investment funds team as partners; Andres Liivak joined the corporate and M&A as partner; and Skanthan Vivekananda joined the structured finance and derivatives team as a partner.
“The attorney with whom we work is an absolute expert in the field. He is technically expert, personable and extremely responsive,” says a client from the banking sector whom the firm advised on asset finance. Another client from the banking sector who worked with the firm on refinancing and regulatory matters says the lawyers were “top notch, easy to access and able to provide transactional and regulatory advice”.
In the banking and finance area the firm advised Bank of America and Merrill Lynch on a $2.5 billion senior secured asset-based loan facility. The firm also represented Evertec in connection with a consent solicitation to amend a syndicated $800 million credit facility.
The capital markets team advised Unifrax and a worldwide manufacturer of industrial ceramic fiber products, in the matter of the financing for an acquisition, via the issue of high-yield notes and term loans.
The structured finance team advised National Bank of Canada on the issue of a $90 million structured note referencing a real estate-focused registered investment company and CreekSource as the sponsor and collateral manager of a $302.5 million CLO of broadly syndicated corporate loans transaction arranged by Goldman Sachs. The firm also advised Five Oaks Investment Corporation on the establishment of new residential mortgage securitisation program and the structuring of a privately-issued re-securitisation.
The M&A team advised Skilled Healthcare on its merger with Genesis HealthCare; advised a US private equity company Halifax Capital Partners on its acquisition and investment in Pirtek Group; and advised a large shipping company in its merger with Genco Shipping & Trading.
In the private equity area the firm advised Fremont Private Holdings on its strategic equity investment in Process Displays; and advised JW Childs Equity Partners on its investment in Comoto Holdings.
The restructuring and insolvency team represented Cantor Fitzgerald in connection with the high-profile bankruptcy of the electronics retail chain RadioShack; and advised Wells Fargo in connection with the bank’s role as a pre-petition lender to Alpha Natural Resource.
The banking team at Ashurst is focused mainly on project finance in the infrastructure industry and has recently worked on some of the most significant P3 (public-private partnership) transactions in the US including matters regarding extension of roads, construction of bridges and light rail. Most recently the team was appointed as legal advisor for the procuring authority on the $2 billion Fargo-Moorhead Flood Diversion Project.
The firm acted as lenders legal counsel to Portsmouth Gateway Group consortium on the Portsmouth Bypass project procured by the Ohio Department of Transportation.
The project finance team advised JPMorgan and Wells Fargo on all aspects of financing of a $900 million project which involved design, repair and replacement of 558 structurally lacking bridges across the state of Pennsylvania.
The team also advised John Laing Investments and Kiewit Development Company on the $2.5 billion Purple Line Light Rail Project in Maryland and provided legal counsel for Express Partners Consortium on a $2.1 billion project which involves construction of high occupancy lanes and associated facilities in Fairfax County.
Bracewell is well known for advising borrowers and lenders on financings in the energy sector.
“Bracewell has provided competent and efficient advice. They have in-depth knowledge and experience in this space and have demonstrated this on each instance to date,” says one client from the energy industry.
The banking and finance team advised Citibank on a $5 billion debt financing of a merger between publicly traded MLPs Williams Partners and Access Midstream Partners. The firm also represented Société Générale on a $3 billion secured commodity borrowing base revolving credit facility for working capital purposes and the acquisition of JPMorgan and Co’s North American commodity book.
In the capital markets the team represented ConocoPhilips in a $2.5 billion offering of senior notes. The firm also represented Sysco Corporation in a $2 billion public offering of senior notes.
In the investment funds area the firm advised on the formation of the Reef Energy Fund, a hedge fund that focused on the equity, debt and related derivative securities of companies in the energy and natural resources sectors.
The firm also picked up some noteworthy work in the M&A space. The team represented Kinder Morgan in its acquisition of Hiland Partners. The purchased assets consisted of crude oil gathering and transportation pipelines and gas gathering and processing systems, in North Dakota and Montana. The firm also represented Talen Energy in the acquisition of MACH Gen and represented Duke Energy, the largest electric power holding company in the US, with the sale of its non-regulated Midwest Commercial Generation Business to Dynegy for $2.8 billion.
Best known for its structured finance and derivatives practices, Cadwalader Wickersham & Taft added to its strength this past year with the additions of structured finance partners Chris Gavin, Michael Mascia and Wesley Mission, as well as special counsel Matt Feig. The firm also added partner Richard Brand to its corporate practice.
Regarding the firm’s banking practice, one client described the team’s work in acquisition finance matters as “excellent,” and characterised the counsel as “dedicated to detail and service”.
On the banking and finance side, Cadwalader scored a coup by securing an acquisition finance deal for global commodities trader Castleton Commodities. The team led the representation of BNP Paribas in a three tranche credit facility for Castleton that totaled $3.5 billion, and which was thereafter used for Castleton’s purchase of Morgan Stanley’s Global Oil Merchanting business.
Cadwalader continued to show its quality in structured finance this past year with some innovative securitization transactions. In one the team advised Morgan Stanley in a $715 million floating loan to back a Great Wolf Trust CMBS single borrower transaction. The team also handled a $313 million CRE CLO issued by client Resource Capital.
The Cadwalader team was considerably active in the derivatives market. Of the work that can be shared, the group advised UBS on a $550 million issuance of FI Enhanced Large Cap Growth ETNs, and represented Bank of America Merrill Lynch in relation to $400 million worth of interest rate swaps with the City of Detroit.
The firm was involved in a couple of large deals in the M&A market this past year. The team advised Salix Pharmaceuticals in its $15.4 billion acquisition by Valeant Pharmaceuticals, and advised the Canadian Pension Plan Investment Board, which acquired Chicago-based Antares Capital from General Electric for $12 billion.
In restructuring and insolvency the practice also handled some particularly notable deals including advising insurers Assured Guaranty and Assured Guaranty Municipal on their $5.4 billion of obligations to beleaguered Puerto Rico. This deal was and continued to be especially challenging, since Puerto Rico cannot utilise the US bankruptcy code. In addition, another team led a group that advised JPMorgan and Deutsche Bank on how best to avoid bankruptcy risks in relation to the $2 billion refinancing of Motel 6.
Cahill Gordon & Reindel has robust banking and debt capital markets practices, and is the only firm in the US to garner a tier one ranking for its high yield debt practice.
Cahill’s banking practice was busy with multiple newsworthy acquisition finance deals over the last year. The team represented a consortium of banks as the joint lead arrangers and bookrunners in relation to a $4.3 billion credit facility for RockTenn and Meadwestvaco. The two used the proceeds in their $16 billion merger to form WestRock. Cahill also advised administrative agent JPMorgan and a consortium of lead arrangers on a $6.2 billion credit facility for Dollar Tree. Dollar Tree used the money for its $9.1 billion acquisition of fellow retailer Family Dollar that closed last summer.
Cahill acted on several robust deals in the debt capital markets arena, many of them within the entertainment and telecommunications sectors. The team advised the joint bookrunning managers on the $15.5 billion notes offering by Charter Communications, which was ultimately used for Charter’s $78.7 billion acquisition of Time Warner Cable. The team also represented the bookrunning managers on a $4 billion notes offering by Comcast, and advised the initial purchasers in a $2.8 billion notes offering by Tenet Healthcare; the money raised was used in Tenet’s acquisition of United Surgical Partners.
On the equity capital markets side, the Cahill team advised JPMorgan, Bank of America Merrill Lynch, and Citigroup as the bookrunning managers on a secondary offering by Frontier Communications that netted $1.75 billion.
Cleary has outstanding debt capital markets and equity capital markets practices. In addition, the firm’s regulatory, private equity funds, M&A, and private equity practices are all recognised industry leaders.
The Cleary banking practice advised pharmaceutical company Actavis on its acquisition financing for its purchase of Allergan. The team also served as counsel for Warburg Pincus’s financing of its $2 billion majority stake acquisition in Sterigenics, and as counsel for DTZ’s debt financing of its $2 billion acquisition of Cushman & Wakefield.
The project finance team was counsel to the Mexican Ministry of Communications and Transportation and the Aeropuertos y Servicios Auxiliares in obtaining a $3 billion credit facility for the construction of new airport in Mexico City, the largest credit facility in the history of Latin America. In addition, the Cleary team advised Puerto Rico Electric Power Authority on the $500 million development of an offshore gas port.
On the debt capital markets side, the Cleary team represented Credit Suisse in one notes offering of $2.5 billion and another of $1.5 billion. The team also served as counsel to the underwriters on the sale of $1.25 billion in notes by AIG.
Cleary’s equity capital markets team was involved in the second largest equity offering of 2015: the practice represented the group of banks who served as underwriters on a $3.6 billion secondary public offering by a subsidiary of the Royal Bank of Scotland.
The derivatives team handled some significant deals, including representing the initial purchasers of a $340 million securities offering by NorthStar Realty Europe.
In the structured finance sphere, Cleary was counsel to Verizon in a $2 billion sale to commercial banks of installment receivables. The team also represented Merrill Lynch as the initial purchaser of a $347 million note securitisation by Trust Preferred Insurance. The deal was the first insurance company securitisation since the Great Recession.
The regulatory team was on the cutting edge of tech innovation when they represented itBit’s establishment of a Bitcoin exchange; the exchange became the first chartered virtual currency exchange in the US. The team also advised several large institutions on how to navigate the Dodd-Frank financial legislation.
The restructuring and insolvency team was also active in Puerto Rico, where they advised the Puerto Rico Electric Power Authority on restructuring $9.5 billion of debt. Elsewhere, the team helped resolve a cross border Chapter 11 bankruptcy dispute for telecommunications company Nortel Networks, and served as counsel to Greece on its debt negotiations with Eurozone creditors.
Cravath is a signature name and leading US firm at the top of the rankings across many practice areas, among them M&A, debt capital markets, equity capital markets. Few firms can match Cravath for both breadth and expertise, making it a true industry leader.
One client who worked with the firm on acquisition finance matters had effusive praise for the practice, saying that “Cravath has been an excellent firm and partner to work with” and that “the partners and staff are some of the best I have ever worked with”. Another acquisition finance client referred to Cravath’s services as “consistently excellent”.
As the client feedback may suggest, the Cravath banking practice handled several massive acquisition finance deals during the research period. One was when the team represented Credit Suisse in the provision of $12 billion in credit facilities for Zimmer Holdings for their acquisition of Biomet. Another high profile deal the team undertook was the arrangement of a $4 billion revolving credit facility for Alphabet by client Bank of America. Still another huge deal the team advised on was in connection with a $3.1 billion credit facility for CBRE Services; Cravath represented the facility’s agent and arranger, Credit Suisse.
The debt capital markets team was also involved in many headline deals. The practice represented a consortium of banks that underwrote a $21 billion notes issue by Actavis; advised the initial purchasers in a $10 billion debt offering by HJ Heinz; advised on a $14.6 billion notes issue by Hewlett Packard; and acted for the underwriters for two debt offerings by ConocoPhillips that totaled $5.5 billion.
On the equity capital markets side, the team represented the consortium of underwriters in two secondary offerings by Axalta Coating Systems that totalled $2.32 billion; advised the underwriters of a C$1.44 billion common stock offering by energy producer Encana; acted for the underwriters of a $1.28 billion stock offering by Marathon Oil; and acted on the $958 million IPO by Ferrari.
The M&A team was kept busy with some sizeable transaction work during the research period including work for Anheuser-Busch in its ongoing $107.7 billion acquisition of SABMiller; work for Cigna in its pending $54.2 billion acquisition by health insurance company Anthem; and work for Honeywell in its proposed $90 billion acquisition of United Technologies.
Davis Polk & Wardwell is a true market leader that ranks in the first tier for debt capital markets, derivatives, equity capital markets, financial services regulatory and M&A and other firm strengths include banking, investment funds, and restructuring and insolvency.
The firm bolstered its already strong M&A practice with the addition of partner Ronald Cami during the research period. Meanwhile, John Douglas returned as partner in the regulatory practice following a sabbatical, and Eli Vonnegut joined the restructuring practice as a partner, along with Michelle McGreal and Damon Meyer.
The banking team guided some impressive transactions, including advising a group of financial institutions who served as bookrunners, administrative agent, and lead arranger on a $17.2 billion loan facility that Abbott Laboratories used in its acquisition of St Jude Medical. The team also advised the lead arranger, bookrunner, and administrative agent in connection with a $12.8 billion loan facility for Walgreen’s acquisition of Rite Aid.
The project finance practice led some significant energy projects in Latin America. The team advised Odebrecht Oil & Gas and Teekay Offshore Partners in the $900 million financing of a floating well test vessel in Brazil; and advised Construtora Norberto Odebrecht regarding the construction of two thermoelectric power plants in the Dominican Republic.
Highlights for the debt capital markets team include work for VISA in its $16 billion notes offering to be used to acquire VISA Europe; work for Comcast on a $4 billion notes offering; and work for the structuring agent and coordinator in a $7 billion notes offering by Intel. In the high yield debt arena, Davis Polk represented the initial purchasers in a $2.1 billion notes offering by Yum! Brands.
The equity capital markets practice was especially active in the energy industry this past year. The team advised the underwriters of a $2.88 billion stock offering by Suncor Energy, as well as the underwriters of a $1.47 billion stock offering by Devon Energy.
A clear highlight for the regulatory team was work for General Electric on the reduction of its financial businesses through asset sales. Among the assets sold was GE’s Healthcare Financial Services business, its Transportation Finance division, and subsidiary Synchrony Financial.
The investment funds team handled deals across multiple funds categories. One private equity fund client was RoundTable Healthcare Partners, which formed and sold partner interests in its fourth equity funds. Hedge fund clients included Avenue Capital, Hudson River Trading, and Oaktree Capital Management, as well as many others, all of whom the firm advised on a wide variety of issues.
The M&A team advised on two mega deals this past year: Swiss agribusiness Syngenta on its $43 billion acquisition by ChemChina, and Aetna on its $37 billion acquisition of fellow healthcare insurer Humana.
Davis Polk’s restructuring practice was another that worked with clients based in Puerto Rico. The team represented the ad hoc group of organisations that held bonds issued by the Government Development Bank for Puerto Rico; the outstanding bonds are valued at $3.7 billion. The team also served as counsel to the Indenture Trustee on the restructuring of $750 million of notes issued by Schahin II Finance.
Debevoise & Plimpton is a Tier 1 firm for private equity funds work, and also ranks highly in banking, regulatory, M&A, and private equity. The regulatory practice added David Sewell and Eugene Benger as counsel during the research period, while the restructuring and insolvency group added Christopher Updike as counsel during the same period.
The Debevoise banking team was especially active on deals in the entertainment and media realms. The group advised Verizon on the financing of its $10.54 billion assets sale to Frontier Communications; Activision Blizzard on the financing of its $5.9 billion acquisition of King Digital; and Tribune Media on the refinancing of a $3.77 billion loan facility.
On the project finance side, Debevoise & Plimpton landed a couple of significant renewables deals on the US mainland. The team advised the US Department of Energy as lender of both $1.5 billion for a solar power plant in Arizona, and as lender of $1 billion for a solar power plant in California. In the transportation sector, the team advised the financiers on the construction of a light rail project in Maryland.
The debt capital markets team during the research period advised Westpac Banking on three separate notes offerings of $1.35 billion, $1.25 billion, and $1 billion. The group also represented International Paper on two separate notes offerings of $1 billion.
On the equity capital markets side, the team was occupied with representing a number of secondary offering issuers, including a series of offerings by Booz Allen Hamilton that reached $1.54 billion, a series of offerings totalling $3.4 billion by Envision Healthcare; and a series of debt offerings by HD Supply.
The regulatory team’s highlights included advising the Canada Pension Plan Investment Board on the acquisition of the leveraged buyout financing business GECC, and advising a number of financial institutions on the ISDA Protocol Regime.
The Debevoise investment funds practice lived up to its expectations advising on a number of notable matters, including advising Morgan Stanley on the formation of $4 billion global infrastructure fund North Haven Infrastructure Partners; acting for GSO Capital Partners on the formation of the $3 billion GSO Energy Select Opportunities Fund; and advising the Carlyle Group on the formation of €3.75 billion fund Carlyle Europe Partners IV.
On the M&A side, highlights include work for Cablevision on its $17.7 billion sale to Altice; work for TIAA-CREF on its $6.25 billion acquisition of Nuveen Investments; and work for Protective Life on its $5.7 billion acquisition by the Japanese insurance company Dai-ichi Life. The team also worked on several private equity M&A deals, including representing client PharMEDium on its $2.6 billion sale to AmeriSourceBergen.
The restructuring team advised a number of clients involved in Chapter 11 deals, among them Altegrity; the debtor-in-possession lender and stalking horse bidder in RadioShack’s Chapter 11 filing; and one of the largest creditors in the Energy Future Holdings Chapter 11 filing.
Dechert is a leading firm in the investment funds area, particularly with regards to registered funds and hedge funds. Other areas of strength include the firm’s structured finance and M&A practices. Reflecting their position in the funds industry, Dechert added four new partners to their funds practices during the research period: Mark Perlow, Susan Grafton, Timothy Spangler and Russel Perkins. Markus Bolsinger and Philipp Muheim also joined the corporate practice, as partner and counsel, respectively.
The banking practice took part in some robust acquisition finance deals during the research period. The team advised the lenders on a $10 billion credit facility for the Canadian Pension Plan Investment Board used for its purchase of Antares; and advised the borrower B&G Foods in relation to a $500 million credit facility used to acquire the Green Giant and Le Sueur brands.
A clear highlight for the debt capital markets team was its work on a €600 million notes offering by Crown Holdings.
The equity capital markets practice highlights included work for FS Investment on its continuous public offering, which could reach as high as $2.65 billion in value, and work for the underwriters in a $225 million share offer by Amicus Therapeutics.
On the regulatory side, the team advised Wells Fargo on its purchase of $9 billion in commercial real estate loans. The team also assisted 15 hedge funds who were creditors to the Washington Mutual Bank receivership.
The investment funds team advised Babson Capital Management in establishing an international private debt fund, and also advised the creation of a private debt fund in Ireland. The firm also acted on fund listings.
Highlights for the M&A team include work for MWI Veterinary Supply on its $2.5 billion acquisition by AmeriSourceBergen; work for FiberTech in its $1.9 billion acquisition by Lightower Fiber Networks; and work for Crown Holdings on its $1.23 billion acquisition of Mexican manufacturer EMPAQUE.
The restructuring and insolvency team represented the holders of first lien notes issued by Momentive during its Chapter 11 proceedings; and advised NML Capital in its attempt to receive payments on unpaid debt from the Republic of Argentina.
Dentons expanded its global reach by merging with McKenna Long & Aldridge and a Chinese firm 大成 in 2015. The firm also has plans to combine with Australian firm Gadens and Singapore-based Rodyk & Davidson, as well as Colombia’s Cárdenas & Cárdenas and Mexico’s López Velarde Heftye & Soria in 2016. The capital markets team hired Andi Mandell as partner during the research period, while Samuel Maizel joined the restructuring and insolvency team.
“Patrick Maxcy is a very confident lawyer, I have also worked with some junior lawyers at Dentons and that experience was positive as well,” says a client who worked with the restructuring and insolvency team.
The banking team advised CoBank, ACB and a consortium of lenders on a $725 million syndicated loan refinancing of a credit facility for Land O’Lakes.
In the capital markets area on the underwriters side the firm represented Wells Fargo, Credit Suisse, Citigroup and Deutsche Bank in connection with securitisation of single family residential backed mortgage loans. The firm also represented purchasers Merril Lynch and Credit Suisse Securities on the securitisation of newly originated prime residential mortgage loans. The firm also advised Oman Electricity Transmission Company and Electricity Holding Company on a $1 billion issue notes issue.
The restructuring team represented the Maple Bank in $2 billion cross border insolvency matter in Germany; and represented Bluberi Technologies in insolvency proceedings in the US Bankruptcy Court in Illinois.
Fried Frank has a strong private equity and hedge fund financing practice and clients include Goldman Sachs and KKR Credit Advisors. The capital markets team has strong expertise in the shipping industry, the team also covers all major asset classes in the derivatives practice. The firm recruited a number of new lawyers this year: Julian Chung joined the finance team as partner; Lee Barnum joined the capital markets team as special counsel; Warren de Wied, Christian Kleeberg and Brian Blitz joined the M&A team; and John Sorkin joined the private equity team.
In the banking and finance area on the borrower side, the firm advised Permira Funds and Canada Pension Plan Investment Board on the financing of a $5.3 billion acquisition of Informatica; and Perrigo in relation to an unsecured revolving credit agreement. On the lender side, the firm advised Bank of America, Merrill Lynch, Bank of Montreal and BMO Capital Markets on the $730 million to finance BDT Capital Partners’ acquisition of Alliance Laundry Systems.
In the capital markets the firm advised Informatica on a $650 million offering of high-yield senior notes; Grupo Televisa on issuing $1.2 billion offering senior investment grade notes; and SL Green Realty in the matter of financing its acquisition of Eleven Madison Avenue, via a bond issue.
In the investment funds area the firm advised Goldman Sachs on the formation of its Income Energy Fund; and advised Brightwood Capital Advisors in connection with the formation of its third fund.
In the M&A space, the firm advised Humana on its sale to Aetna; and Interline Brands in its acquisition by The Home Depot. In private equity the firm advised Permira on its sale of majority equity stake in Ancestry.com to Silver Lake and GIC; and advised Wendel in the acquisition of AlliedBarton security services from funds managed by Blackstone.
In the restructuring and insolvency space, the firm advised Fidelity Management & Research Company on the restructuring of $38 billion in debt owed by Energy Future Holdings and its subsidiaries; advised Centerbridge Partners in relation to LightSquared’s chapter 11 bankruptcy cases.
Gibson Dunn is mainly recognised for private equity and banking work, the investment funds team saw an increase in private equity fundraising and co-investment activity.
Lauren King joined the investment funds department as counsel during the research period, while corporate partner Deepak Nanda joined the Orange County office and the private equity team continued its expansion by recruiting partner Matthew Hurlock.
In the banking space the firm provides regular advice to Lone Stars Fund. During the research period the client sought advice on a $6.15 billion bridge facility in connection with the $7.6 billion acquisition of Home Properties. The client also acquired the Hanson Building Products which involved the issuance of $635 million senior and $150 million junior loans. Elsewhere the firm advised The Williams Companies in the financing aspects of the $50 billion merger between Williams Partners and Access Midstream; and represented Hewlett-Packard in the $5 billion term loan facility issued for financing the acquisition of Aruba Networks.
In the capital markets area, the firm represented Capital One National Association and Capital One Financial Corporation in a number of debt offerings; advised Intel Corporation on closing a $7 billion offering of senior notes; and represented Tiffany in a private offering of total $550 million in senior notes.
In the financial regulatory area the firm advised the Farmers Insurance on Dodd-Frank issues such as the regulation of systemically significant insurance companies.
In investment funds the team advised Leonard Green & Partners with regard to the formation of Green Equity Partners VII, a $9.5 billion equity fund, one of the largest raised in 2016. Elsewhere the firm advised I Squared Capital Advisors In connection with the formation of an infrastructure fund.
In the M&A space, the firm advised Towers Watson on its merger with Willis Group Holdings; Tenel Healthcare Corporation with regard to its $4.2 billion joint venture with Welsh Carson and Anderson & Stove; Marriott International in its $12.2 billion acquisition of Starwood Hotels & Resorts; and Aetna in its $37 billion acquisition of Humana. In the private equity area, the firm advised JH Whitney in the sale of its portfolio company, TIDI Products to RoundTable Healthcare Partners.
In restructuring and insolvency the firm advised the ten largest shareholders of Overseas Shipping Group in its restructuring. This transaction was named as the Restructuring of the Year at its IFLR Americas Awards 2015. The firm also represented Cintra in connection with restructuring negotiations between Indiana Toll Road Concession Company and its senior secured lenders.
King & Spalding has experience in the energy, media and communications, transportation, retail and manufacturing industries.
The banking and finance team recruited Christopher Buchanan and Jason Huff as partners and Sandra Lazorcheck and Anthony Mechcatie as associates; James Alford joined the project finance team as counsel; Jennifer Morgan, Chris Hoffman and Jonathan Talansky joined the investment funds team as partners; the corporate and M&A team added Alana Griffin, Geoffrey Leonard, Justin King, Robert LeClerc and Carrie Ratliff as partners and James Alford as senior counsel.
“The lawyers are extremely knowledgeable and responsive to the industry that we deal in, understand EPC contracts as well as commercial contracts and the regulatory and financing hurdles and pitfalls that can be created by a bad contract,“ says a client who worked with the project finance team.
In the banking area, the firm advised JPMorgan as the lead arranger on closing a $1 billion secured facility for Schweitzer-Mauduit; and represented Bank of America in the matter of closing a $2.6 billion cross border revolving credit facility for Ashtead Group.
In the project finance area, the firm advised Atlanta Falcons Stadium Company in relation to closing a series of corporate and financing transactions for the construction of a new stadium; and Sadara Chemical Company on the financing of a petrochemical project.
The investment funds team advised Clarion on the conversion of its $3.2 billion Lion Gables Apartment Fund into an open-ended fund; and advised Jamestown Premier Property Fund in connection with fundraising and structuring to accommodate the needs of investors.
The M&A team advised Belk, a family owned department store company, in its $3 billion acquisition by Sycamore Partners; Carmike Cinemas in its merger with AMC Entertainment; and TSYS on its acquisition of TransFirst.
Kirkland & Ellis achieves top tier rankings in many categories, including banking, private equity funds, M&A, and restructuring, and the Chicago-based firm also ranks highly for derivatives and high yield debt.
During the research period the banking practice added partners Melissa Hutson and Louis Hernandez and added a considerable number of new members to its investment funds team including Norm Champ, Aaron Schlaphoff, Martin Voelker, and David Lenzi, Chris Robinson and Nicole Washington.
Praise for Kirkland & Ellis was enthusiastic across many practice areas. One client refers to the firm as having “by far the strongest private equity practice in America,” while another says that “the restructuring practice at the firm is best in class”. An investment funds client accords personal praise for partner Andrew Wright: “Andrew Wright is phenomenal I use Kirkland because of Andrew.”
The top-tier Kirkland banking team advised on some of the largest acquisition finance deals of the year, as would be expected. The group represented Charter Communications on $31 billion in financing for its $78.7 billion acquisition of Time Warner Cable and Bright House Networks; and the team also advised Molson Coors Brewing on the $12.3 billion in financing used to acquire stakes in MillerCoors and Miller Brewing.
The debt capital markets team’s highlights include seven separate notes offerings by HJ Heinz at the more than $1 billion a piece that totalled $12 billion, and were used to help finance Heinz’s acquisition of Kraft. The team also represented Infor(US) in a €1.03 billion high yield notes offering; and acted for Murray Energy in a $1.26 billion high yield notes issue.
On the equity capital markets side, the team advised a consortium of investors on a $1 billion private placement of stock by Targa Resources; advised underwriter Morgan Stanley as underwriter in a $784 million IPO by AES; and advised Burlington Stores in a $734 million secondary offering.
The structured finance team advised Wyndham Worldwide in four separate securitisation offerings valued at $1.35 billion; acted for World Omni Financial in an offering of asset backed notes worth $687 million; and advised CarMax on five public offerings of asset backed notes valued at $5.84 billion.
The investment funds practice continued to demonstrate its place as a leader in the private equity funds space. The team represented Warburg Pincus in the raising of $12 billion of capital commitments for its fund Warburg Pincus XII; and advised Starwood Capital Group in $5.58 billion worth of fundraising for its Starwood Global Opportunity Fund X.
True to its longstanding reputation, the Kirkland team handled a number of large acquisition deals by private equity firms. The team represented Thoma Bravo on $4.5 billion and $3.6 billion acquisitions, Vista Equity on a $2.35 billion sale and a $1.9 billion joint venture, and Madison Dearborn Partners on $2.77 billion and $2.3 billion sales.
In the restructuring and insolvency area, the Kirkland team advised Caesar’s Entertainment on a Chapter 11 restructuring of $18 billion of debt, the largest such filing by a public company in all of 2015. The team also represented several energy-related companies that filed for Chapter 11, including Sabine Oil & Gas, Samson Resources, and Patriot Coal.
Kleinberg Kaplan Wolff & Cohen (KKWC) boasts competitive hedge funds and M&A practices, and improved upon both with several new additions. The hedge funds group added partner Richard Guidice and associate Adam Sussman, while the M&A team welcomed associates Erik Graham-Smith and Arinze Ike.
One of the biggest standout deals for the hedge funds practice was representing Lion Point Capital in connection with the launch of a fund that raised over $500 million. The fund had both domestic components and offshore components in the Cayman Islands.
The M&A team worked on a number of deals involving activist investors. One was the representation of shareholder Tourbillon in its campaign to press food processor SunOpta to sell itself to a larger buyer. Another deal the group handled was advising Elliott Associates with regards to inducing the aluminum maker Alcoa to spin off its lower value assets into a separate entity.
Linklaters added Jonathan Ching as counsel during the research period, while Margot Schonholtz was hired to lead the restructuring and insolvency team.
In the banking area, the firm advised AT&T in connection with a $12 billion unsecured syndicated credit facility provided by a number of banks; and advised JPMorgan Chase as agent and JPMorgan Securities as lead arranger and book runner in $880 million senior loan facility arrangement.
In the capital markets, the firm advised Rabobank who acted as underwriter for the issue of $2.75 billion subordinated notes; advised SMTB as senior lender in connection with a capital leasing transaction arranged by Mitsubishi UFJ Morgan Stanley Securities; acted as counsel for Cerberus European Investments in the matter of issuing £6.2 billion floating rate notes; and advised CGG on its offer to exchange senior notes with a total value of $922 million
In the financial services regulatory space, the firm advised Lloyds in relation to bank regulatory implications of its planned reorganisation.
The M&A team advised Visa Europe in selling 100% of its share capital to Visa; advised Petrochemical Industries Company in the joint venture partnership with The Dow Chemical Company in the sale of their MEGlobal business in North America and Europe to EQUATE Petrochemical Company and advised Novartis in connection with its acquisition of Spinifex Pharmaceuticals.
The restructuring and insolvency team is advising Wells Fargo Bank in relation to its role as administrative agent in the bankruptcy case of Sabine Oil & Gas Corporation.
Mayer Brown is a top-tier structured finance firm, and performs well across all other capital markets practice areas. An additional strength is the firm’s project finance team, which ranks in the second tier.
During the research period the firm added five new partners, all in an exodus from K&L Gates: Laurence Platt, Phillip Schulman, Steven Kaplan, Jonathan Jaffe, and Melanie Brody. Partner Douglas Donahue meanwhile joins the derivatives practice.
One derivatives client says: “Mayer Brown has been an outstanding partner”, and specifically praised partner Curtis Doty as someone who is “highly responsive” and who brings “excellent service and technical expertise” to his work. On a similar note, an M&A client characterised Mayer Brown’s service as “prompt and attentive”.
The debt capital markets team acted on a number of standout deals during the research period including a $10 billion notes offering by the Agricultural Bank of China, which was the bank’s first US listing; the Mayer Brown team represented a consortium of dealers on the bank’s offering. The team also represented ACE in four notes offerings that reached $5.3 billion.
On the equity capital markets side, the team advised Baxalta in the issue of $2.34 billion of common shares; and represented the underwriters in a $110 million IPO by Fenix Parts.
The structured finance group represented clients involved in some large and interesting deals, including Yum! Brands in its $2.3 billion whole business securitisation, Volkswagen in obtaining an asset-backed $9 billion loan facility, and Goldman Sachs in $1 billion of asset-backed acquisition financing for Linzor Capital’s purchase of General Electric Capital Mexico.
The M&A team’s highlights include work for Wells Fargo on its $32 billion acquisition of the commercial distribution and vendor finance businesses of GE Capital; and work for Santander on the sale of $893 million of unsecured consumer loans.
The restructuring and insolvency team worked on multiple energy sector Chapter 11 filings, including work for PNC in connection with the Chapter 11 filings by Peabody Energy and Arch Coal.
McDermott Will & Emery hired Kathy Schumacher, a finance lawyer who is experienced in representing private equity firms in acquisition financings in 2015.
“The lawyers are hands-on and very familiar with financing structures both legally and commercially. The firm provides very good support and know-how even on an associate level,” says a client who worked with the firm on financial restructuring matters.
“I regularly consult with Bill Smith on insolvency issues in the US. When a situation arises, Bill is my first call. I greatly value his knowledge, expertise and service – there is no better,” say a client from the financial industry.
In the banking area, the firm advised Blue Cross Blue Shield in the refinancing of its $500 million revolving credit facility and a private placement of up to $300 million notes; and advised Actuant Corporation on an extended credit facility with total value of $900 million.
The M&A team advised Olam International in the acquisition of Archer Daniels Midland Company’s cocoa business in 20 jurisdictions. In the life sciences sector, the firm advised Innate Pharma on its $1.27 billion partnership deal with AstraZeneca; and Duvel Moorgat in connection with its acquisition of Firestone Walker.
In the private equity space, the firm advised Great Point Partners Comvest and JW Childs on multiple transactions.
Milbank boasts a top-tier project finance group, and is highly ranked in banking, restructuring, debt and high yield debt. The firm’s lone addition from this past year was partner David Kuo, who joins the capital markets group.
One client of Milbank’s restructuring practice describes it as a “commercially driven law firm” that provides “very good advisory work”. Another client referred to Milbank’s partners as possessing “strong expertise” and being “highly responsive to requests”.
The banking team handled a few multi-billion dollar deals during the research period. In one, the firm represented the administrative agent Citibank and a consortium of lead arrangers in establishing a $3.75 billion credit facility for MasterCard. In another, the team represented lead arranger and initial purchaser Citibank in the $1.96 billion acquisition financing package for Greatbatch to acquire Lake Region Medical.
The Milbank project finance group once again justified its reputation as an industry leader this year. The practice represented a consortium of lenders in relation to the $1.1 billion financing for the Waha natural gas pipelines, which will run from southwest Texas to its border with Mexico. Similarly, the group also advised the lenders who financed the $820 million design and construction of the La Laguna natural gas pipeline, which will entirely run through Mexico.
A clear highlight for the debt capital markets team was work advising MGP on a $1.05 billion notes offering used to finance a merger with MGM Growth Properties. The team also represented Canada’s export credit agency in three separate issues of $1 billion in US bonds.
The equity capital markets team acted for MGM in a $1 billion REIT IPO. Additionally, the team advised Goldman Sachs on the preferred equity financing for the $6.5 billion acquisition of Solera Holdings by an affiliate of Vista Equity.
In the derivatives practice, the team represented Goldman Sachs’ on creation of a master repurchase agreement facility with LSF6 Bond Holdings.
Highlights for the structured finance team include advising administrative agent and lender Rabobank in a $4.85 billion timber monetisation structure by International Paper, Citigroup as arranger and initial purchaser of a $757.5 million securities offering by Onex Credit Partners, and Credit Suisse as collateral manager of the $505 million CLO deal Madison Park XX.
In M&A Milbank was busy in the gaming sector. Among the deals that the group worked on was client Eldorado Resorts’ $1.7 billion acquisition of Isle of Capri Casinos. The team also led a closely followed transaction in the sports world by representing promotion company Zuffa in its $4 billion sale of Ultimate Fighting Championship to a group of buyers.
The firm's M&A work also extended into the private equity realm, but much of its work within that industry remains confidential. Of what can be shared, the $675 million acquisition of 23 chemical tankers and four liquefied petroleum gas carriers from Indonesian company Berlian Laju Tanker by clients Kohlberg Kravis Roberts and York Capital Management is a particular standout.
The restructuring team was also busy advising Baha Mar on its $3.5 billion Chapter 11 case; advising the ad hoc group of new lenders on the $1.4 billion restructuring of TORM; and advising the ad hoc committee of noteholders on $900 million of debt restructuring by American Seafoods Group.
Morgan Lewis made a number of hires and promotions in the past year: the M&A team recently promoted Gitte Blanchet, Kevin Grant, Andrew Mariniello, Kevin Shmelzer, Humberto Padilla Gonzalez and Filipe Alice to partners; the investment fund team recruited partners Simon Currie and Gawain Hughes; Renèe Dailey joined the insolvency and restructuring team as partner.
“MLB provide outstanding service. They are committed partners who invest time and money to learn our business. Their rates are competitive and the team is excellent. We value them highly,” says a client from the publishing industry who worked with the firm on M&A matters.
A client who worked with the investment funds team says: “The lawyers we work with are highly qualified and dedicated. They have in-depth knowledge of the legal and regulatory matters in the investment company and investment advisor space as well as a great deal of historical knowledge of our business.“
There is individual praise for Paul McCoy: “Paul has been really helpful and quite insightful, he has often identified issues that are relevant to our situation that might not be as obvious from a straight read of the document.” Charlie Engros is also praised: “Charlie is an outstanding lawyer, very accessible and erudite.”
In banking, the firm advised Bank of America in relation to a senior syndicated multicurrency revolving credit facility valued at $1.3 billion and a $650 million secured leveraged financing for Focus Financial. The firm also advised GSO Capital Partners as a lender in relation to a $600 million senior term loan facility to Steiner Leisure.
In the debt capital markets space, the firm advised AmerisourceBergen Corporation in a debt issue and represented American Water Capital Corporation in $550 million offering of senior notes.
In the equity space, the firm advised Gramercy Property in a $235 million public offering and is currently representing Tabula Rasa HealthCare in relation to its $115 million IPO.
The investment funds team advised Pantheon in connection with the formation of a fund of funds structure designed for customization of the private equity fund portfolios of individual investors and acted as lead counsel for Credit Suisse in relation to the establishment of feeder funds.
In the M&A space, the firm advised Health Net in its $6.8 billion acquisition by Centene Corporation; advised Acerta Pharma in a $4 billion sale a major stake in the company to AstraZeneca; and represented Apollo Global Management in the $1.36 billion acquisition of The Fresh Market.
The private equity team advised Paradies Holdings and Freeman Spogli & Co in the $530 million sale of Paradies to Lagardère Travel Retail.
The restructuring and insolvency team advised PIMCo as a lender in the matter of Chapter 11 cases of Energy Future Holdings and affiliated debtors. The firm also advised a group of nine health insurers in relation to the rehabilitation proceedings of Penn Treaty Network America Insurance Company.
Morrison & Foerster’s private equity fund group kept growing over the past year and has a number of new additions to the team. Sara Terheggen joined the Palo Alto office, Murray Indick joined the San Francisco office, Eric Requenez joined the New York office, Zee Ahmedani joined the Los Angeles office and Stephanie Thomas was promoted to partner.
A client from the financial industry says: “The firm provides outstanding quality and client service. They have a sensible approach and are business oriented.“
In the capital markets, in the debt space, the firm represented Bank of America in a number of large debt offerings; advised the Bank of Nova Scotia in relation to a $1.25 billion offering; and provided legal counsel to Boyd Gaming in relation to its $750 million offering of senior notes
In the equity space, the firm represented Inovalon Holdings, Great Ajax Corp and Jernigan Capital in connection with their IPOs; and advised the underwriters in connection with its $630 million offering of shares in Weatherford International.
In the financial services regulatory space the firm is currently representing BBCN Bancorp in relation to its pending merger with Wildhire Bancorp and Beneficial State Bank of Des Moines in the matter of merging with Federal Home Loan Bank in Seattle. In the past year the team advised a number of foreign banks on derivatives matters in connection with financial regulatory reform.
In the private equity funds space the firm provided legal counsel to GLP in the matter of establishing a $7 billion fund based in China and forming a fund to acquire a $4.55 billion logistics portfolio from Industrial Income Trust.
During the research period, the firm hired Patrick Selinger, Kevin Harnisch joined the regulatory team as partner, David Barrett, Justin Long and Andrew Lom joined the private equity team as partners and Stephen Castro recently joined the restructuring and insolvency team.
In project finance, the firm advised Citigroup and Barclays in support of Blueridge Transportation Group, which is the preferred bidder for a highway construction project; and advised Plenary Group USA and Plenary Properties Long Beach in relation to a public facilities construction project.
In the regulatory space the firm is advising Aurora Bank in connection with an investigation conducted by the DOJ since the bank was an originator of mortgage loans involved in the financial crisis of 2008.
In the private equity space the team advised Mattress Firm in its $780 million acquisition of Sleepy’s; provided legal counsel to Bayer in connection with a $1 billion country level asset transfer; and assisted Rofin-Sinar with its $942 million acquisition by Coherent.
In the restructuring and insolvency space the firm is representing Quicksilver Resources in an oil and gas bankruptcy case.
During the research period, O’Melveny & Myers added John Rousakis to its team as counsel.
“They go well beyond negotiating and structuring deals to add tangible business value. That means vetting financial advisors, introducing financing options, and leveraging our considerable professional network to generate opportunities and deal flow,” says an investor client who worked with the firm on private equity acquisitions.
“O'Melveny has been helping us with a number of highly complex domestic and international matters. I have found the lawyers there excellent, smart, creative, hard-working and very client service oriented. The firm has shown me that they have substantial depth of expertise, experience and bench-strength,” says a client whom the firm advised on corporate restructuring.
A client from the banking industry who worked with the firm on corporate and financial restructuring says the firm “did a good job and the documents were first rate.”
In project finance, the firm is currently advising LaGuardia Gateway Partners in relation to a PPP (public-private partnership) with the Port Authority of New York and New Jersey for the redevelopment and financing of the Central Terminal Building at the aforementioned airport. The team also advised Forum Equity Partners in connection with an agreement to provide up to $1 billion funding for distributed wind projects developed by United Wind.
In the capital markets on the debt side, the firm represented American Honda Finance in its offering of $1.25 billion medium term notes; advised Goldman Sachs, JPMorgan and Mizuho Securities on a debt offering by ThermoFisher Scientific; and advised BNP Paribas and other purchasing agents in Hyundai Capital America’s private offering of $1.5 billion medium term notes.
In the equity space, the firm represented Norwegian Cruise Line Holdings in a secondary public offering of 20 million shares with total value of $1.2 billion.
Orrick Herrington & Sutcliffe hired Dominic O’Brien into the banking and finance team as partner during the research period; David Ronn and Ning Zhang joined the capital markets team; Bola Oloko joined the structured finance team; Ed Batts, Rodrigo Dominguez Sotomayor, William Parish, Weyinmi Popo, Hiroshi Sarumida, Thomas Schmid Weil and Carlos Treistman joined the M&A and private equity team; and Lawrence Peitzman joined the restructuring and insolvency practice.
“Their performance was exceptional on our most recent transaction given the complexity of the transaction and work and the successful outcome with very few issues. Orrick provided excellent service on a complicated transaction that required significant coordination, diligence and expertise,” says a client whom the firm advised on a project bond issue.
A client who worked with the firm on a structured finance deal says: “The work they did for us requires substantial industry and product knowledge which the lawyers on the case have displayed. They worked very well, efficient and reasonable in court and out of court.”
“This law firm did an excellent job representing us. Their work was extremely thorough and I found them highly diligent on all matters; other that the cost I would use them on capital markets transactions without hesitation,” says a client whom the firm advised on IPO.
In banking, the firm is advising Vinci Airports on the financing for its acquisition of the Dominican airport company Aeropuertos Dominicanos Siglo and provided legal counsel to Equinix on a bridge loan facility provided by The Bank of Tokyo-Mitsubishi to finance the acquisition of Bit-isle.
In project finance the firm represented Recurrent Energy in the debt and equity financing for utility scale solar projects in California and Texas and advised Energy Investors Funds and the project company on the development, financing and equity raising for the St Joseph Energy Center Project, a 700 MW gas-fired power project in Indiana.
In capital markets, in the debt area, the firm represented Pacific Gas and Electric Company on an issue of notes and advised TC Pipelines in connection with a high yield issue.
In the equity space, the firm represented the underwriters in the IPO of cybersecurity firm Rapid7; and advised Arcadia Biosciences on its IPO.
In structured finance, the firm advised Citigroup in public and private offerings of CMBS backed by commercial mortgage loans and private offerings. The team is also advising in connection with all of Bank of America’s GSE agency platforms including the securitisation and re-securitisation of securities backed by residential, multifamily and reverse mortgages.
In the M&A area, the firm advised IFM Investors, on behalf of IFM Global Infrastructure Fund, in its acquisition of 100% of the membership interests of ITR Concession Company; advised Toyota Industries Corporation and Toyota Industries Commercial Finance, in its acquisition of Toyota Motor Credit Corporation's commercial finance business; and advised TerraForm Power in its acquisition of seven wind projects from Invenvergy.
In the restructuring and insolvency space, the firm advised the city of Stockton in the 90-day mediation process mandated by a new California Government Code provision known as AB 506 and in its subsequent Chapter 9 case. The team also advised a bank in connection with PREPA’s proposed exchange offer for existing insured and uninsured revenue funding and refunding bonds and fuel line revolving loan agreements, including securitisation bonds. The restructuring of PREPA’s debt is vital to the recovery of Puerto Rico. The firm also represented Citigroup Financial Product, as the largest creditor in the GT Advanced Technologies case pending before the United States Bankruptcy Court for the District of New Hampshire.
Paul Weiss is most highly ranked for hedge funds and restructuring and insolvency practices.
The banking practice worked on financing deals in relation to a number of consumer goods producers. The team represented Spectrum Brands on acquiring a $2.4 billion credit facility; Michael Kors on a $1 billion credit facility; and Houghton Mifflin Harcourt on an $800 million credit facility used to finance its acquisition of the Educational Technology and Services division of Scholastic.
Highlights for the debt capital markets team include work for Intelsat on a $1.25 billion notes offering; work for the Bank of Tokyo-Mitsubishi on notes offerings of $2 billion and $3 billion, and work for the underwriters Citigroup and Morgan Stanley on a $1 billion notes offering by Manulife Financial.
On the equity capital markets side, the team advised the underwriters on a $920 million secondary offering by Franco-Nevada; and also advised Canadian company Encana on its secondary offering valued at C$1.44 billion.
The structured finance team handled three massive fast food securitisation deals during the research period including Wendy’s $2.28 billion whole-business securitisation; Dunkin Donut’s $2.4 billion whole-business securitisation; and Arby’s $635 million whole-business securitisation.
The derivatives group worked with more than a few financial institutions on meaningful deals, however the details of cannot be shared here.
The investment funds group handled some large transactions in the hedge fund arena, including advising Key Square in the launch of a hedge fund that was managing around $3 billion by the end of Q1 2016. In terms of private funds, a couple of the team’s highlights include work for KKR in the formation of a $3.35 billion fund and Harvest Partners in the creation of a $2.2 billion fund.
A clear highlight for the M&A team was its work on the most closely followed acquisitions of the year advising Time Warner Cable during its $78.7 billion purchase by Charter Communications. Many of the other sizeable acquisitions that Paul Weiss handled were in the private equity world including work for Apollo Global in the $15 billion acquisition of security provider ADT, and work for Birch HIll in the $2.3 billion sale of Shred-It International to Stericycle.
Not unlike several other firms listed here, Paul Weiss’s restructuring and insolvency practice was busy with energy sector Chapter 11 filings last year. Two such filings involved representing the creditors of Texas Competitive Electric’s $32 billion Chapter 11 restructuring and representing Walter Energy in its $3.1 billion Chapter 11 restructuring.
Ropes & Gray is a significant industry player with high rankings in many practice areas including financial services regulatory, registered funds, and private equity, while its hedge funds, private equity funds, and M&A practices are also well placed.
There was quite a bit of partner movement at the firm during the research period, with new members joining many different practice areas at the firm. Gregg Galardi was added as a partner in the restructuring group, while partner Michael Littenberg and counsel Jesse Cuevas joined the capital markets practice. Joanna De Silva came on board as a banking and finance partner, and partners Jieni Gu and John Sorkin joined the M&A team. Partner David Blittner was welcomed to the private equity group, while Catherine Skulan joined as counsel in the private equity funds group, while Brynn Rail joined as counsel on the hedge funds side. The registered funds practice also added partners Paul Dykstra and Paulita Pike, along with counsels Ed Baer, Rita Rubin, and David Tittsworth.
The banking group scored a large acquisition finance deal advising Berkshire Partners, who they represented in a $2 billion debt financing to purchase Lightower Fiber Networks and Sidera Networks. The team also advised Party City Holdings on obtaining a $1.34 billion term loan facility.
Many of the deals that the debt capital markets team led retain a certain level of confidentiality, but one public deal that stands out is the $350 million issue of high yield bonds by client Party City Holdings. The team also advised several private equity firms in connection with various notes offerings for undisclosed amounts, including Silver Lake Partners, Blackstone, Bain Capital, and TPG Capital.
On the equity capital markets side, the firm represented IMS Health on two follow-on offerings of $1.4 billion and $623 million; advised Planet Fitness on a $216 million IPO; and also advised Surgery Partners on a $271 million IPO.
As would be expected with Ropes & Gray, the investment funds practice handled notable deals across the funds spectrum this past year. In hedge funds, the team advised CVC Credit on the formation of a performing loan fund that is targeting $2 billion in commitments, and Angelo Gordon & Co on the launch of two new funds. In addition, the private equity funds team advised Harvard on several different funds actions valued at $32 billion, and on the registered funds side the firm advised financial services provider State Street on managing more than 40 funds.
The M&A team worked for the purchasers in some large deals in the pharmaceutical industry. The group represented Shire on its $32 billion acquisition of Baxalta, and advised Pfizer on its $17 billion acquisition of Hospira. The team also advised seller Synageva Biopharma during its $8.9 billion sale to Alexion Pharmaceuticals.
The team also handled a number high profile, private equity M&A deals. In one, the group advised purchaser Silver Lake in its $4.5 billion acquisition of SolarWinds. For another, the Ropes & Gray team represented TPG Capital during its $4.6 billion sale of PetCo Animal Supplies, and also represented TPG in its $4 billion acquisition of Life Time Fitness.
On the restructuring and insolvency front, the group advised the unsecured creditors in Sabine Oil & Gas’s Chapter 11 filing and in RadioShack’s Chapter 11 filing, as well as Doral Financial’s own Chapter 11 filing.
Shearman & Sterling ranks highest in derivatives, high yield debt, and project finance. The firm also has a notable practice in other areas of the capital markets and in banking and finance.
The firm added Donna Bobbish to its project finance practice this past year, and hired Patrick Sweeney as counsel in the investment funds practice. The M&A team also brought in three new partners: Robert Masella, Waajid Siddiqui, and Jonathan Kellner. Kelly McDonald also joined the restructuring practice as a senior associate.
One investment funds client says of Shearman practice: “Advice was responsive, commercially aware and practical - exactly what one would expect of a leading investment funds team.” A different client who had sought advice on an acquisition finance deal characterised Shearman’s team as “Excellent lawyers with deep knowledge and efficient, speedy response times.” Finance group partner Bjorn Bjerke was personally commended for possessing “a breadth of expertise in corporate, derivatives and financing matters that is unparalleled”.
The Shearman banking team advised on some large acquisition finance deals, including representing the lenders on $16.2 billion of financing for Aetna’s purchase of Humana. The team also represented the administrative agent, lead arranger and bookrunners on a $5.88 billion bridge loan for GTECH’s acquisition of IGT.
In project finance, the team served on several large deals in the US. The team advised the lenders on the $5.65 billion in financing for an Indiana toll road, and the noteholders and lenders on the $2.8 billion financing of the Chicago Skyway toll road. In terms of leading international deals, the Shearman team acted again for the lenders on the $6.13 billion financing for the Gastroducto Sur Peruano pipeline in South America.
The derivatives practice has clients such as the Intercontinental Exchange, who the group advised on swap and futures clearinghouse matters as well as trading facilities, and Bank of America, who the team advised on margin loan financing.
One of the regulatory group’s highlights was advising Evercore on its merger with ISI.
In the investment funds space highlights included representing the trustees of Blackstone’s $5 billion registered funds business, and serving as fund counsel for First Eagle in connection with its $75 billion in mutual fund assets. On the private equity funds side, the team is providing counsel on Torchlight Investors’ ongoing formation of its fifth debt equity fund, which is expected to raise over $1.3 billion.
Shearman’s M&A practice led Altice in its $17.7 billion acquisition of Cablevision Systems, and advised Dow Chemical in its $5 billion Reverse Morris Trust merger with Olin, an IFLR M&A Deal of the Year award winner.
In the restructuring and insolvency space, highlights include work for Deutsche Bank in connection with a $5.4 billion DIP financing for Energy Future Intermediate Holdings. The team also advised Bank of America in relation to Caesar Entertainment’s $12.4 billion Chapter 11 restructuring.
Sidley Austin ranks highly in multiple categories, including structured finance and hedge funds. The firm is also well ranked for private equity funds and registered funds.
Sidley snared quite a few new team members over this past year. David Gartside joined the project finance practice as partner, accompanied by Hoda Naghdy as counsel. Partners Vijay Sekhon and Martin Wellington were added on the capital markets side, and Michael Lewis joined the regulatory group as an associate. The investment funds team saw a considerable number of new additions: David Form, David Kreisler, and Beth Quintana joined as partners, while Jennifer Spiegel joined as counsel. The M&A group had quite a few arrivals, as well: Wenseng Pan, Dan Clivner, Matthew Thompson, David Grinberg, Geoff Levin, and William Howell all joined as partners. Meanwhile, partner Dustin McFaul was added to the restructuring practice.
Speaking with regards to the restructuring practice, one client says: “Principals who were working with our firm were available 24-7 and engaged in the most proactive way expected. Their knowledge of the situation, expertise and reputation allowed us to navigate back from the worst crisis in our industry's history.” Similarly, one client of the firm’s derivatives practice says: “The partners and associates at Sidley are excellent--responsive, knowledgeable and business savvy.”
Highlights for the project finance practice include work for Facebook on its much publicised development of satellites for the increase of global internet connectivity. The team also represented Citigroup Energy in connection with the South Plains II and Shannon wind projects, and Mexico’s Comisión Federal de Electricidad in relation to energy infrastructure modernisation.
The debt capital markets team advised the issuers on some sizeable notes offerings, including two by Simon Property Group for $1.1 billion and $1.35 billion, respectively, and three issues by Borg Warner valued at $1.54 billion. The group also advised the team of underwriters on three Rule 144A offerings by Daimler Finance North America valued at $9.5 billion.
On the equity capital markets side, the team represented Ventas as issuer in a $1 billion common stock offering. The team also advised the underwriters of several noteworthy deals, including Duke Energy’s $766 million common stock offering and Kimco Realty’s $500 million common stock offering.
The derivatives group was kept busy with some large deals, as well, including advising an equity manager on a $1.4 billion liquidity arrangement, and advising a Hong Kong investment advisor on the negotiation of a $700 million equity total return swap.
The regulatory practice was active in Silicon Valley with client PayPal this past year. In one deal, the team advised on the $45 billion spin-off of eBay from PayPal, and in another advised PayPal on its $890 million acquisition of Xoom.
In the area of investment funds, the Sidley practice’s highlights include advising Insikt on the formation of a family of funds, advising Maple Rock Capital on structuring a fund management company, and representing Credit Suisse Securities on the expansion of the Hedge Focus feeder fund platform.
The M&A group represented the sellers in several meaningful deals during the past year. The team worked with Catamaran on its $12.8 billion sale to UnitedHealth Group, General Electric on the $12 billion sale of its sponsor finance business to the Canadian Pension Plan Investment Board, and General Electric again on the $5.4 billion sale of its appliance business to Qingdao Haier. On the purchaser side, the team advised Stericycle on its $2.3 billion acquisition of Shred-It International.
Sidley also worked on some significant M&A deals in the private equity space including advising Siris Capital on its $1 billion acquisition of Premiere Global Services, and advising Z Capital on its $700 million acquisition of Affinity Gaming.
The restructuring team dealt with a number of Chapter 11 filings, including proceedings by LDK Solar, Energy Future Holdings, and industrial manufacturer Yarway.
Simpson Thacher & Bartlett is a top tier firm in the banking, capital markets, private equity funds, and M&A practice areas.
A client of the investment funds practice characterised the firm as “one of the best in the business,” and wrote that the firm’s partners “are thoughtful, detailed, accessible and very good at their job”.
In banking the team advised on the borrower side on some massive acquisition finance deals including financing for Dell’s $67 billion acquisition of EMC; work on the financing of Walgreens Boots Alliance’s $17.2 billion acquisition of Rite Aid; and on Vista Equity Partners’ $6.5 billion acquisition of Solera Holdings. On the lender side, the group represented the lead arrangers in financing for Avago Technologies $37 billion acquisition of Broadcom, and the lead arrangers in financing for Altice’s $17.7 billion acquisition of Cablevision.
In the project finance space, the group worked on several solar and wind energy deals. Among them, the team advised the lenders on SunPower’s development of a solar power plant in California, and acted for WindMW in a project bond issue for paying back bank loans secured against a wind farm.
The debt capital markets team also worked on a number of large deals. Highlights include advising the underwriters on Berkshire Hathaway $12 billion, 10 tranche notes offering, and acting for the underwriters on several notes offerings by Apple valued at over $26 billion for the year.
On the equity capital markets side, the team represented First Data on its $2.5 billion IPO; TransUnion on its $764 million IPO; and Blue Buffalo on its $778 billion IPO.
On the structured finance side, the team had a couple interesting deals in the rental car space: the team represented the initial purchasers in a $554 million asset backed notes offering by Enterprise Fleet, and the initial purchasers again in a $650 million asset backed notes offering by Avis. The firm also advised the bookrunning managers in a $316 million convertible notes offering by InterDigital.
In the regulatory space, the team advised a host of clients in connection with M&A deals. Among these was KeyCorp on its $4.1 billion acquisition of First Niagara Financial, Sumitomo Life Insurance during its $3.8 billion acquisition of Symetra and Anbang Insurance during its $1.6 billion acquisition of Fidelity & Guaranty Life.
The investment funds team advised the independent trustees of Allianz closed-end and open-end funds, and represented Legg Mason in connection with a number of closed-end fund mergers.
In the M&A space, Simpson Thacher worked on quite a few large private equity firm deals. The team advised Dell and Silver Lake on their $67 billion acquisition of EMC; acted for Vista Equity on its $6.5 billion acquisition of Solera; advised Blackstone in relation to a $4 billion majority investment in First Eagle; and acted for a consortium of buyers in their $8.7 billion acquisition of PetSmart. The team also advised some large sellers, including SunGard on its $9.1 billion acquisition by FIS.
Skadden is well placed in the top tier in the debt capital markets, equity capital markets, structured finance, regulatory, M&A, and restructuring practice areas.
The Skadden banking team advised clients in connection with a number of acquisition finance deals, particularly in the technology and telecommunications industries. Hihghlights include work for EMC in regards to the financing of its $67 billion acquisition by Dell; work for Frontier Communications on the financing of its $10.5 billion acquisition of Verizon Communications assets; and work for Ireland-based XL Group on its $4.2 billion acquisition of the Catlin Group in Bermuda.
The firm’s project finance group worked on a variety of deals in the solar energy sector during the research period. The team represented South Korean energy company Hanwha on a $500 million solar module supply agreement with NextEra; advised on a $420 million joint venture IPO by client First Solar and partner SunPower for the acquisition and operation of solar energy generation projects; and advised on the financing for client Pattern Energy’s Conejo solar power plant in Chile.
The debt capital markets team handled a number of large multi-tranche notes offerings, including advising Coca-Cola on a five-tranche, €8.5 billion offering; acting for the lead underwriter HSBC Securities in a three-tranche, $2.7 billion offering; and advising on a six-tranche, $10 billion offering by Gilead Sciences. The team also advised clients in connection with some hefty high yield deals, including a four-tranche, $10.09 billion notes offering by Valeant Pharmaceuticals, and a $1.8 billion notes offering by Rite Aid.
On the equity capital markets side, the team advised the underwriters in a $450 million IPO by Pace Holdings and the underwriters again in a $400 million IPO by Match Group. The practice also represented Citigroup as issuer of six different stock offerings valued at over $8.75 billion.
The structured finance practice’s highlights include representing the underwriters in seven asset-backed notes issues by Capital One valued at $3.8 billion, and a $765 million variable notes offering by client Lendmark.
Skadden’s derivatives group advised some large clients on accelerated share repurchases (ASRs). The team advised Express Scripts on a $5.5 billion ASR, and Pfizer on a $5 billion ASR. The team also worked with Frontier Communications on its $1.93 billion convertible preferred stock issuance.
The investment funds team worked on several significant transactions, among them advising Yahoo! in its attempted $40 billion spinoff of Alibaba, and Quanta in its formation of a $1 billion energy and infrastructure platform.
The M&A group handled a number of impressive deals, including client DuPont on its $130 billion merger of equals with Dow Chemical; EMC on its $67 billion acquisition by Dell; and Coca-Cola on its $13.9 billion acquisition of Keurig Green Mountain.
The firm was also involved in some sizeable M&A deals by private equity firms, including work for Freescale Semiconductor and consortium of private equity firms on Freescale’s $11.8 billion sale to NXP Semiconductors; Springleaf Holdings on its $4.25 billion acquisition of OneMain Financial Holdings; and Veritas Capital on its $2.1 billion acquisition of Standard Aero Holdings.
In the restructuring area, Skadden’s practice picked up a couple of large deals in the shipping industry advising TORM on its $1.4 billion restructuring, and Nautilus Holdings on its $700 million Chapter 11 restructuring. Outside of shipping, the firm advised Exide Technologies on a $1 billion Chapter 11 restructuring.
Stroock & Stroock & Lavan represent banks, financial institutions, private equity sponsors, hedge funds and alternative capital providers. During the research period Kimberly Timko joined the finance team and Daniel Simon joined the project finance team.
“All work is outstanding. Partners are extremely knowledgeable and responsive,” says a client who worked with the regulatory team. “They have been very responsive and flexible on the work requested of them. They bring deep understanding of the project company but the various corporate topics as well,” says another client.
In banking the firm represented Ametek as borrower in relation to a $1.1 billion senior revolving credit facility; and advised Neff Rental in connection with the amendment and restatement of its asset-based revolving credit facility.
In project finance, the firm represented MUFG Union Bank as lender in connection with the refinancing of a syndicated credit facility for a portfolio of gas-fired power plants in California owned by Highstar Capital through its subsidiary GWF Energy.
The firm assisted with the formation and operation of a number of investment companies including a range of funds. Currently the team represents the Dreyfus Family of Funds, the Lazard Family of Funds, the Alger Family of Funds and the UBS A&Q Funds.
In the M&A space, the firm represented Alphonse Hotel Corporation in the sale of The Hotel Carter to affiliates of The Chetrit Group; advised California-based Nogales Investors in the sale of its interest in VKGS; and represented PacketVideo’s current chief operating officer in the acquisition of the North American and European PacketVideo Connected Home business.
The restructuring and insolvency team advised the Ad Hoc Group in connection with the Company’s $20 billion Chapter 11 bankruptcy case; advised Liberty Harbor as the majority owner of second lien Pik notes in connection with A&P’s latest bankruptcy filing.
Sullivan & Cromwell stands with the leading firms on this list across many practice areas, especially in project finance, debt capital markets, equity capital markets, financial services regulatory, M&A and private equity.
A restructuring client praised Sullivan & Cromwell’s expertise, writing that the staff at the firm are “extremely knowledgeable and able to give sound business advice as well as top rate legal advice”.
Two of the banking team’s most recognizable deals from this past year involved Concordia Healthcare: the team advised Concordia on the financing for its $1.3 billion acquisition of Amdipharm Mercury, as well as on the financing for the company’s $1.2 billion acquisition of products from Covis Pharmaceuticals. The team also handled some large deals with other clients, including advising Harris in connection with the financing for its $4.56 billion acquisition of Exelis.
The project finance team worked on some large energy deals in the US South. In Texas, the firm advised Cheniere Energy on the development of a liquefaction facility, and in Louisiana advised Sempra Energy on another liquefaction venture. The team also served as counsel on a number of significant international deals, including client APLNG’s ongoing development of a coal seam gas to LNG conversion plant on Curtis Island, Australia.
The debt capital markets team handled some staggeringly large notes offerings, among them advising the underwriters on AT&T’s $17.5 billion issue; Fiat Chrysler on two $1.5 billion issues; and the Building Materials Corporation of America on a $1.1 billion issue.
On the equity capital markets side, the team advised Ferrari on its $982 million IPO and the underwriters on Black Knight Financial’s $573 million IPO. The group also advised The Bank of New York Mellon on a $1 billion stock issue, and Enbridge on a cross-border $1.45 billion stock offering.
The regulatory team worked in connection with several M&A deals, including CIT Group’s merger with IMB Holdco, Spanish Bankia’s sale of its subsidiary to Chilean Banco de Credito e Inversiones, and General Electric’s sale of $26.5 billion of assets.
In the investment funds space, the team’s highlights include advising China Investment on its $450 million investment in a new Lone Star fund, and advising the independent directors of a number of AllianceBernstein-managed funds.
The M&A team handled some of the biggest transactions of the entire year: the group advised AT&T on its $67 billion acquisition of DIRECTV; Kraft Foods on its $55 billion acquisition by HJ Heinz; Teva Pharmaceutical on its $40.5 billion acquisition of Allergan Generics; and ACE on its $28.3 billion acquisition of Chubb.
Weil Gotshal comes in at the top tier for M&A, private equity, and restructuring, and also ranks highly for banking, structured finance and private equity funds.
Weil’s restructuring practice added two new members this past year, with partner Matt Barr and counsel Jill Frizzley joining.
Regarding Weil’s investment funds practice, one client says: “Weil has provided exceptional legal work on key projects for us. They are a true partner in the growth of our business.” A different investment funds client lauded partner Jonathan Soler and the rest of the team: “They were absolutely fantastic, from initial planning, through every stage of negotiation to a successful final close.” Additionally, an M&A client says that the Weil team is “excellent overall in terms of knowledge, expertise, client service and responsiveness”.
The Weil banking team was involved in several notable acquisition finance deals, including financing for client JAB Holding’s $13.9 billion taking private of Keurig Green Mountain and Goldman Sachs’ $4.2 billion financing for Lam Research’s acquisition of KLA-Tencor. The team also advised General Electric on the financing aspects of its $30 billion assets sale.
Highlights for the debt capital markets team include advising General Electric on its $36 billion exchange of notes for outstanding securities issued by GECC; work for Willis Towers Watson on its $1 billion notes offering; work for the underwriters on Microsoft’s $13 billion notes offering; and work for the underwriters on Danaher’s $2 billion notes offering.
On the equity capital markets side, the team is representing Univision on its proposed IPO; advised Silver Run Acquisition on its $500 million IPO; and represented Vantiv on its $691 million secondary offering.
The derivatives team advised Engie on the $4.25 billion sale of its energy business to PSP and Dynegy, and has been working with the New York Liquidation Bureau on the rehabilitation of FGIC.
The structured finance team was party to some particularly hefty deals, including advising client Citigroup as initial purchaser in OneMain Financial’s $1.25 billion ABS offering; advising on client Apollo Global’s $1.02 billion CLO; and advising on client Hertz’s $1.06 billion ABS offering.
The investment funds group also had a rather busy year. The team’s highlights include advising Berkshire Hathaway on the formation of the $5.5 billion Berkshire Fund IX and advising Genstar Capital on the formation of the $2 billion private equity fund Genstar VII.
The M&A practice handled a number of blockbuster deals. The team advised Dow Chemical on its $130 billion merger of equals with DuPont; advised IHS on its $13 billion merger of equals with Markit, and advised Sanofi on its $20 billion business exchange with Boehringer Ingelheim. The Weil private equity team also led several noteworthy M&A transactions, among them the $7.6 sale of Avolon Holdings to Bohai Leasing by a group of clients and the $888 million sale of World Endurance Holdings to Wanda Sports Holdings by clients PEP and PSG.
In the restructuring and insolvency space, the team worked on multiple high profile deals. The group advised National Public Finance Guarantee in relation to $4 billion worth of exposure in the Puerto Rico, represented the Great Atlantic & Pacific Tea Company on its $2.3 billion Chapter 11 restructuring, and Paragon Offshore on its $2.5 billion Chapter 11 restructuring.
White & Case has a strong project finance team with a history of advising on ground breaking, innovative projects in the US and globally. Last year the firm’s work included financings of offshore drilling equipment, asset sales and acquisitions in the oil and gas sector, and financings of LNG liquefaction trains.
During the research period the team advised the lenders on the long-term project financing for the development, construction and operation of the 146 MW Laberinto solar photovoltaic power project in Chile.
The firm also represented Freeport LNG with respect to financings for the first three of four liquefaction trains of the Freeport LNG multi-train natural gas liquefaction facility at Quintana Island in Texas. The team also advised European Investment Bank, Overseas Private Investment Corporation, Bank Leumi and Bank Hapoalim in the project financing of the Negev Energy thermal solar power project in the Negev desert in Israel.
Michael Niebruegge, David Tarr, Michael Piazza and Leonard Klingbaum joined the Willkie Farr & Gallagher banking team; Michael Brandt, Jon Lyman, Scott Miller, Manuel Miranda and Danielle Scalzo were either hired or promoted by the M&A team.
In banking the firm advised Teva Pharmaceutical Industries in connection with its $33.75 billion financing commitment in support of its acquisition of Allergan’s Generic Pharmaceuticals business; advised Fidelity National Information Services in its $9.1 billion agreement to acquire SunGard; and advised Hudson’s Bay Company on the financing for the acquisition of Galeria Kaufhof, Galeria Inno and Sportarena.
In the M&A space, the firm advised Houston-based Insurance Holdings, on its sale to Tokio Marine Holdings; advised MedAssets in its acquisition by Pamplona Capital Management; and advised on the acquisition of Galeria Kaufhof, an iconic German department store chain, by Hudson’s Bay Company.
In the restructuring and insolvency area, the firm advised MPM as debtors’ counsel in a case that included a heavily contested confirmation trial that paved the way for approval of MPM’s chapter 11 plan of reorganisation.
One of WilmerHale’s strengths is acting as anti-money laundering regulatory counsel and enforcement defense. In banking the firm focuses mainly on enforcement and controversy matters. Anjan Sahni re-joined the banking and finance team after more than ten years and Brendan McGuire joined from the Securities and Commodities Fraud Task Force.
In banking, the firm has worked on a number of matters for multiple banks, protecting their interests in a range of issues.
The financial services regulatory team is currently advising Navy Federal in a number of issues and providing legal counsel to a number of banks in relation to regulatory developments connected with reconciliation of deposit accounts.