Editorial: Capital Markets in Texas

01 May 2007

The firm possesses a large and “formidable” contingent  in Texas, serving domestic and international  issuers, underwriters, placement agents, and  financial advisers in public and private equity  and debt offerings as well as custom-making new securities. The firm’s capital markets section recently represented the Marathon Oil Corporation in a $1.04 billion common stock public offering. Former member of the firm’s executive committee and past chair of the Houston corporate department Stephen Massad often represents oil, gas and power-related clients. Described as “extremely knowledgeable and experienced”, Massad has represented clients such as Reliant Resources in its IPO. Rick Goyne received widespread compliments for his “great all-round performance”. He is head of the finance section of the firm’s corporate department and handles highyield offerings, particularly on behalf of energy industry issuers: he has represented affiliated petrochemical companies in trade receivables securitisations totalling $955 million. Theodore Paris, the present head of the Houston corporate department, has “vast experience” representing issuers and underwriters in IPOs and high-yield debt offerings in the energy, manufacturing, industrial services and consumer products and services industries. His CV includes acting for American Residential Services in its IPO and convertible subordinated notes offering and Sysco Corporation’s investment-grade debt offerings. Joshua Davidson’s “strong, effective approach” impressed many interviewees, who praised his work in the energy industry, in particular. Davidson specialises in work involving master limited partnerships, such as equity and debt public offerings and private placements. He represented Lehman Brothers in its sale of Pacific Energy to Plains All American Pipeline. Another energy specialist from the firm appears here: Joe Poff, who was praised as “sharp and always on the ball”. He principally concentrates on corporate finance and stock offerings, and other securities transactions, representing domestic and foreign issuers and investment banks in a wide variety of deals. Poff represented Petroleum Geo-Services ASA in the public, private and Rule 144A offerings of more than $1.2 billion of senior notes and more than $500 million of American depository shares. “Savvy corporate player” Joel Swanson’s practice focuses on corporate securities and public offerings, especially those by energy companies, representing issuers and underwriters such as Marathon Oil, Merrill Lynch, Goldman Sachs and Salomon Brothers. While representing the audit committee of Northern Border Partners, he was involved in the sale of 20 per cent of Northern Border Pipeline and the acquisition of the gathering and processing division of Oneok. Andrew Baker’s corporate practice is “impressively comprehensive”, based in Houston and Dallas, he worked on KBR’s $544 million IPO. 

Six practitioners constitute energy powerhouse Vinson and Elkins LLP’s impressive showing in the chapter. The firm’s “large, successful” practice represents issuers and underwriters in various corporate finance transactions, with a real flair for IPOs and MLPs – handling more than 100 securities offerings in 2006, with a total deal value of more than $28 billion. Mark Kelly, co- section head of the firm’s corporate finance and securities group, was hailed by his peers as “cool-headed, personable and businesslike”. His high regard in the market is evidenced by his NYSE, ASE and NASDAQ listed client roster. Kelly’s experience in public offerings of equities and public and private debt securities was particularly well regarded. William Finnegan successfully combines a “thorough knowledge of MLPs” with a broad-based corporate skill-set. Kevin Lewis is based in the Houston office having practised in Singapore and New York for many years, and currently serves as the firm’s lateral hiring partner as well as the liaison partner for V&E’s Asian offices. He is known for his work on IPOs and ADRs among other capital markets transactions for clients such as oilfield service companies, venture capital companies and their portfolio investment companies. He has also been involved in many of the largest airline IPOs in the past few years, such as Copa Holdings in 2005, in which he represented Continental Airlines, one of the two selling stockholders. Contributors rated rising star David Oelman’s experience in the energy, life sciences, medical, power and construction industries “very highly”. Oelman represented Inergy LP in connection with a $475 million private placement of senior notes, a $120 million public offering and a $90 million placement of common units for its acquisition of Stargas Propane in 2004. The “excellent” Robert Rabalais is admired for his work on commercial and capital markets financings and derivative matters, representing a range of clients. Lately, he has represented Group 1 Automotive in negotiating its $1.65 billion secured senior credit facilities with a syndicate of commercial banks and trade creditors. “Great all-rounder” Mark Spradling’s work received accolades from sources across the board. His experience includes work for a major international chemical company in restructuring $3.86 billion of its senior secure bank and capital markets debt and the associated restructuring of its worldwide collateral security package. 

A third Texas-born firm makes the cut in our capital markets chapter. Andrews Kurth LLP has been an influential presence in the state for over 100 years and has latterly expanded to Europe and Asia as well as growing within the US. The firm’s reputation for serving energy and technology companies was often mentioned to researchers and in one year the firm was involved in over 40 public offerings, helping clients to raise nearly $10 billion in capital. “Seasoned, well-regarded practitioner” David Barbour represents issuers and underwriters in public and private offerings of equity and debt securities. He acted for a hospitality real estate investment trust in Texas’s largest IPO in 2003. Robert Jewell’s “confident, no-nonsense” approach impressed contributors. He represents issuers and underwriters in public and private offerings of equity and debt securities with particular renown in energy services, real estate investment trusts and the forest products industry. The firm’s final representative, Michael O’Leary represents public and private companies and investment banks in financing transactions such as public offerings and exchanges of preferred equity and debt. He has a “real strength” in matters regarding the energy industry. 

Akin Gump Strauss Hauer & Feld LLP, with 15 offices worldwide and an impressive reputation for expansion into international markets, represented the first Russian company to perform an IPO in the United States and list on the New York Stock Exchange. The two attorneys profiled here hail from Akin Gump’s Houston office, where its corporate and securities capability totals around 25 lawyers, serving Fortune 500 companies, Houston companies and individuals alike, with a strong reputation in the biotechnology, energy and communications industries. Head of the firm’s corporate practice in Houston, Michael Dillard, has represented clients in public and private equity and debt securities offerings valued in excess of $10 billion, both publicly and under Rule 144A in industries such as energy, retail, technology and manufacturing, on behalf of issuers and underwriters. Former head of the firm’s Moscow office William Morris is particularly noted for “real expertise in the Russian markets” as well as his experience in the energy industry. 

Gibson Dunn & Crutcher LLP’s reputation is particularly strong for representing issuers in initial public offerings. Recent deals include a $100 million offering by the founder to the Advisory Board Company as well as the $5 billion offering by UPS. Michael Rosenthal was described as a “fantastic corporate lawyer” and represents companies in a variety of sectors such as energy, retail, manufacturing, media and banking. To complete our roundup of the practice area’s elite, irwin sentilles of the Dallas office gained a warm reception for his “thorough, intelligent and informed perspective” to clients in the energy, health care, retail, transportation and utilities industries. He recently represented DII Industries LLC Asbestos PI Trust in its $2.5 billion secondary offering of Halliburton stock.

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