Editorial: Capital Markets in California

01 August 2007

An international firm with its roots in Los Angeles, Latham & Watkins LLP is ideally positioned to exploit the buoyant market, with a capital markets team that is “hard to beat”. “A leading firm in issuer and underwriter representation”, Latham & Watkins’ international offices allow its clients to benefit from the firm’s expertise all over the world. The biotech practice was said to be particularly good in the state, with clients such as Amgen and Xenoport. The firm also represented Spansion in a $567m initial public offering. Christopher Kaufman is “very well known” for his representation of high-tech firms such as semi-conductor and biotechnology companies. His work on the largest ever semiconductor IPO for Chartered Semiconductor Manufacturing was noted by a number of sources. Kaufman is also included in our M&A and corporate governance chapters. Tracy Edmonson at the San Francisco Office possesses a “highly prestigious practice”, according to one respondent. Edmonson’s experience in highyield debt offerings and debt tender offers was highlighted, including her representation of Amgen in debt offerings and exchange offers worth $4 billion. Orange County partner Charles Ruck was described as a “safe pair of hands”, representing issuers and underwriters in public and private debt and equity offerings. His recent work includes offerings for Watson Pharmaceuticals and Advanced Medical Optics. Mark Stegemoeller completes the contingent: based in the Los Angeles office, his “significant experience” encompasses time spent at the firm’s London and Chicago offices and matters such as his representation of Credit Suisse in HireRight Inc’s pending IPO and Goldman Sachs in the IPO of Directed Electronics. With three partners in the chapter, Davis Polk & Wardwell’s capital markets arm packs a punch, attracting prominent clients such as The Home Depot for its $5 billion SECregistered debt offering. In 2006 the firm worked on Industrial and Commercial Bank of China Limited’s $21.9 billion IPO, which – in terms of total assets, loans and deposits – was the largest global IPO in history. Deals in Spain, India and France, to name but a few, further illustrate the firm’s international credentials in the practice area. In Menlo Park, “confident, skilled” Bruce Dallas gained statewide recognition for his expertise in complicated transactions such as equity derivatives. Dallas’s talents were used by Google when it was creating its transferable stock option programme and other clients have included Comcast in a $9.3 billion public debt offering and underwriters such as Morgan Stanley whom he represented in structuring the $800 million spin-out of Chipotle by McDonald’s. Daniel Kelly is a founding partner of the firm’s Menlo Park office. As well as representing issuers and underwriters on debt and equity offerings, Kelly is outside corporate counsel for clients such as E*Trade Financial and El Paso Electric, advising on matters including stock exchange issues. Alan Denenberg completes the firm’s Menlo Park trio. This “thorough, knowledgeable” practitioner has worked on public offerings including convertible, investment- grade and high yield debt and equity offerings for clients such as AMD, Intel, Nice-Systems, VeriFone and Wet Seal. 

The “highly effective” capital markets team at Sidley Austin LLP is involved on a national and international level with the full range of capital markets transactions such as Yankee bond, Eurobond and other bond offerings, as well as share issues. The firm often provides legal services to governments and government agencies including, recently, Bolivia and China. “Seasoned practitioner” Paul Pringle practices in San Francisco and Los Angeles. His work as underwriters’ counsel on financings by Beverly Enterprises, Nike, Walt Disney and Occidental Petroleum is enhanced by a thriving practice representing REITs such as Bedford Property Investors and KKR Financial. San Francisco lawyer Dale Lum’s practice focuses on securitisations and structured financings. He recently led the Citigroup team in connection with providing a $10 billion committed funding facility in connection with Cerberus’s acquisition of a majority interest in General Motors Acceptance Corporation. Also at the San Francisco office is the “really sharp and tenacious” Eric Haueter, whose representation of a vast array of underwriters and issuers impressed respondents. He has participated in IPOs for companies such as Dolby Laboratories, and Nucryst Pharmaceuticals. Haueter’s work for issuers has included IPOs for Carrols Restaurant Group, common stock offerings for Dolby and a debt tender for Weyerhaeuser. 

The “well-organised, highly talented team” at O’Melveny & Myers LLP forms one of its most significant practices, which has great national and international scope, and boasts a broad client base in areas such as technology, financial services, health care and real estate – recent clients being Sun Microsystems and Deutsche Bank Securities. “Driven and hugely successful” Peter Healy is based in both San Francisco and Silicon Valley. Healy is “vastly experienced” in representing issuers and underwriters in public offerings, going private transactions and public and private debt offerings to name but a few, with particular admiration expressed for his REITS practice. Daniel Passage is the “young and dynamic” chair of the securitisation practice group. He brings considerable securitisation and structured finance experience to the table and has been involved in IPOs and secondary offerings in the US, Europe and Asia. Rick Boehmer also represents the Los Angeles office. A “seasoned, sure-footed practitioner”, he has recently completed several public equity offerings – including for some Silicon Valley companies, public debt offerings for large corporations, a private placing of preferred stock for a private retail company and a global offering of debt securities by a Hong Kong company. 

Silicon Valley powerhouse Wilson Sonsini Goodrich & Rosati continues to focus on the high-tech and life science industries as well as its well-known championing of growth companies. The firm “built its practice to great success on the back of the new companies in that area”. The firm’s client list illustrates the dividends this focus has paid: Google, McAfee, Apple and Hewlett- Packard have all sought Wilson Sonsini’s expertise. Chairman Larry Sonsini was lauded by one contributor as “the biggest name in the valley”. He has been involved in key transactions in the area, such as Google’s IPO. In addition to this, he served on the board of directors of the New York Stock Exchange for two years and is currently chairman of the NYSE’s regulation, enforcement and listing standards committee and chairman of its legal advisory committee. John Fore is head of the corporate finance practice and has structured and negotiated over $60 billion of public and private debt transactions. Skadden Arps Slate Meagher & Flom LLP’s West Coast capability has blossomed into a considerable presence in both debt and equity capital markets, attracting clients such as Bank of America Securities, Occidental Petroleum, DW Investment and United Online. The firm recently represented Deutsche Bank Securities and JP Morgan Securities as underwriters in a primary offering of common stock by The Macerich Company worth approximately $760 million. Gregg Noel, based at the Los Angeles office, “gives excellent, sound advice”, according to one of our sources. He represents issuers and underwriters in a range of transactions and is also well versed in REITs, representing Plum Creek Timber and Westfield America in a variety of matters. Other recent transactions include common stock offerings for CSK Auto and IPOs for VCA Antech and Big 5 Sporting Goods. Co-head of the firm’s private equity practice Nicholas Saggese joins Noel in Los Angeles. Saggesse represents clients in matters such as private equity and securities offerings and is especially well regarded in all aspects of capital markets related to M&A. Saggese was involved in the IPOs of DreamWorks Animation SKG, Herbalife International and FTD. 

The Los Angeles office of Simpson Thacher & Bartlett LLP offers a “sophisticated, varied capital markets practice”, with a well-known team that represents domestic and international issuers and underwriters. The practice has acted on the IPOs of companies such as DreamWorks Animation and Google. William Hinman represented Morgan Stanley and CSFB in the Google IPO and Morgan Stanley in the $1.25 billion spin-off of Agilent Technologies. Described as a “really big player in the area”, our sources were enthusiastic and effusive in their praise. 

At Gibson Dunn & Crutcher LLP’s “committed and impressive” capital markets practice, the focus has gradually broadened to include underwriters as well as issuers, creating a client list that includes Credit Suisse, Wells Fargo & Company and Bank of America as well as Herbalife and Del Monte Foods. San Francisco’s Douglas Smith represents issuers and underwriters in matters including public debt and equity offerings, with particular expertise in the financial services, real estate, semiconductor and software industries. Smith represented underwriters in AMB Property LP’s $1 billion debt offerings. 

John Geschke at the Palo Alto office of Cooley Godward Kronish LLP was lauded as “excellent in every way” and “very easy to work with”. Geschke’s practice reflects the firm’s commitment to emerging companies, especially in the technologies and life sciences area, as well as showing excellence in his advice to public companies in a broad range of industries. While working in the corporate finance department of WR Hambrecht & Co, an online investment bank, he helped to design and develop a system for the public offering of securities through a ‘Dutch Auction’ methodology. 

San Francisco-based firm Orrick Herrington & Sutcliffe LLP’s capital markets practice spans IPOs, investment grade and high-yield debt offerings and structured finance transactions. Recent achievements include acting for Caterpillar Financial Services Corporation in transactions that include a $9 billion medium-term note programme and an $800 million global offering of senior notes, issued in the US, Europe and Asia. The “extremely sharp” Mark Levie gained a good response from interviewees. Levie is Orrick’s managing director for transactional practices and has been involved in structured finance since the firm’s inception in the 1970s. 

The final lawyer to earn a mention is the “very thorough” John Wilson of Shearman & Sterling LLP. One impressed peer extolled his virtues as a “superb securities lawyer, who knows the practice inside out”. The firm’s international presence has grown to complement the trend toward more global offerings and, having worked at the firm’s London, Paris and New York offices, Wilson’s experience reflects that commitment. His practice focuses on high-yield debt and private equity and acquisition finance transactions; he recently represented underwriters in IPOs or equity offerings for Del Monte Foods, Daimler-Benz and Colt Telecom.

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