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As spring settles in, predictions that 2014 would be a big year for initial public offerings are proving accurate—and several Am Law 100 firms are already reaping the benefits. Meanwhile, with private equity firms eyeing public exits for key portfolio companies and Asia seeing an uptick in offering activity, the IPO pipeline continues to fill up with potential assignments for large firms advising corporate clients keen to tap into the capital markets.
Online domain registrar GoDaddy, prescription data provider IMS Health Holdings and noted restaurateur Danny Meyer’s Union Square Hospitality Group LLC—owner of the popular Shake Shack burger chain—are among the companies reportedly planning to go public, while other share sales are well on their way.
U.S. securities filings show that Kirkland & Ellis and Simpson Thacher & Bartlett stand to make a combined total of at least $1.2 million in legal fees and expenses for their work on an IPO set for next week by online food delivery service GrubHub that aims to raise $100 million. Skadden, Arps, Slate, Meagher & Flom and Sullivan & Cromwell are advising on a $100 million IPO by boutique investment bank Moelis & Co. that will yield a yet-to-be-determined amount in legal fees. SEC records also show that Weil, Gotshal & Manges, Covington & Burling and Davis Polk & Wardwell have landed roles on an IPO planned by General Electric for its North American retail finance unit.
In Asia, where a Chinese regulatotory crackdown on shoddy due diligence practices connected to new listings resulted in fines against some local law firms and caused the IPO market to dip, the rebound in offerings has begun to gain momentum.
Chinese technology giants Alibaba and Sina Weibo have announced IPO plans this year, yielding roles for firms such as Skadden, Simpson and Sullivan & Cromwell. Sibling publication The Asian Lawyer noted in a story this week that those offerings will take place on U.S. exchanges, a blow to Hong Kong’s status as a desired destination for high-profile IPOs.
The Alibaba and Sina Weibo floats are among a batch of Asian IPOs generating work for leading international, offshore and local firms. The Asian Lawyer reported earlier this month on Sullivan & Cromwell’s role advising smartphone and tablet screen maker Japan Display on a $3.8 billion IPO in Tokyo. Magic Circle firms Clifford Chance and Linklaters are counseling China’s Harbin Bank on a planned $1 billion IPO in Hong Kong, according to The Asian Lawyer, while Clifford Chance also landed roles on a $316 million IPO for Hong Kong theme park operator Haichang Holdings and a $331 million retail IPO in the city for Chinese state-backed Poly Culture Group.
In London, Linklaters and Herbert Smith Freehills are advising on a roughly $166 million IPO for online food ordering service Just Eat. Recent offerings by two other British retailers—discount outlet chain Poundland and pet supply shop Pets at Home—have yielded work for such U.K. firms as Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer and Travers Smith, according to U.K. publication Legal Week. (Simpson is also advising on the roughly $465 million IPO for KKR–backed Pets at Home.)
Specialty insurer Brit Insurance, which Apollo Global Management and CVC Capital Partners took private four years ago in a $1.4 billion deal that yielded work for eight firms, announced earlier this month its plans for an IPO in London later this year. (Update: 3/28/14, 8:30 a.m. EDT. Brit Insurance’s IPO has raised nearly $400 million.)
Emerging markets are also serving as a wellspring of IPO work for big firms so far this year.
In one such offering, Cleary Gottlieb Steen & Hamilton, Skadden and offshore firms Conyers Dill & Pearman and Ogier are advising on a nearly $1 billion dual listing in London and Moscow for Russian hypermarket chain Lenta. (The Am Law Daily reported earlier this month on the potential impact the Crimean crisis could have on firms like Cleary and Skadden with robust Russia practices as clients cope with the fallout of Western sanctions.)
Elsewhere, Latham & Watkins took the lead for state-owned Qatar Petroleum last month on its $880 million IPO for Mesaieed Petrochemical Holding Company, the Persian Gulf country’s first float since 2010.
Prompted by the recent surge in activity on U.S. and global exchanges, The Am Law Daily analyzed SEC filings and data compiled by Renaissance Capital—a clearinghouse for U.S. IPOs—to determine which Am Law 200 firms are feasting on the rush of capital markets work. What follows is a roundup of some of this year’s notable U.S. IPOs—ranked by amount raised—and the lawyers and law firms helping guide them to market.
CBS Outdoor Americas: The largest of the 10 U.S. IPOs expected this week comes from the Tiffany Network, which seeks to spin off CBS Outdoor Americas, the nation’s largest owner of outdoor billboard displays, in a $560 million offering. Wachtell, Lipton, Rosen & Katz is advising New York–based CBS on the share sale, which is expected to generate roughly $5 million in legal and accounting fees. Weil is taking the lead for the underwriters, and Skadden and Venable are advising on real estate–related issues. Lawrence Tu, who joined CBS last fall from personal computer maker Dell, is the network’s chief legal officer.
King Digital Entertainment: The London-based developer of social media games such as the enormously popular Candy Crush Saga raised $500 million this week through its public offering. Fenwick & West and Irish firm William Fry took the lead for King, while the IPO’s underwriters turned to Wilson Sonsini Goodrich & Rosati. The King IPO has generated $3.9 million in legal fees and expenses. Robert Miller, who previously served as in-house head of legal at LivingSocial and Skype, is the company’s chief legal officer.
Nord Anglia Education: The Hong Kong–based school operator raised $304 million in an IPO this week that yielded roles for Latham, offshore firm Maples and Calder and Milbank, Tweed, Hadley & McCloy, which acted for the offering’s underwriters. Legal fees and expenses are listed at $2.25 million.
TriNet Group: The cloud-based human resources outsourcing company tapped Cooley for counsel on its $240 million IPO this week. Fenwick is advising the underwriters on the offering, which has generated $1.2 million in legal fees and expenses. Gregory Hammond is TriNet’s chief legal officer.
Talmer Bancorp: Backed by noted distressed investor Wilbur Ross, midwestern lender Talmer Bancorp turned to Nelson Mullins Riley & Scarborough for counsel on a mid-February IPO that raised $202 million and generated nearly $1.6 mllion in legal fees. Vedder Price advised the underwriters on the listing. Arthur Weiss, a partner and chairman of the board at Michigan firm Jaffe, Raitt, Heuer & Weiss, is an independent member of Troy, Mich.–based Talmer’s board, as are attorneys Ronald Klein and David Leitch. An SEC filing shows that Weiss owns 72,897 shares of Talmer common stock with options to buy an additional 95,000 shares, while Nelson Mullins corporate partner J. Brennan Ryan—who is advising on the IPO—owns options to purchase up to 475,000 shares. Talmer’s corporate secretary is attorney Jeffrey Dunn, who also serves as Talmer Bank’s executive managing director and chief credit officer.
Intrawest Resorts Holdings: The Denver-based mountain resort and adventure company raised $188 million in a late January IPO. Skadden advised Intrawest on the offering, which generated $1.5 million in legal fees and expenses, while Davis Polk took the lead for the underwriters. Joshua Goldstein, a former Skadden counsel and corporate partner in the New York office of leading Canadian firm Torys, serves as Intrawest’s general counsel.
A10 Networks: Silicon Valley’s latest software star raised $187.5 million through an IPO last week that yielded $1.8 million in legal fees and expenses. Wilson Sonsini advised A10 on the offering, while Pillsbury Winthrop Shaw Pittman took the lead for the underwriters. Wilson Sonsini alum Robert Cochran serves as vice president of legal and corporate collaboration for A10, which is currently involved in a high-profile patent battle with rival Radware Ltd., according to sibling publication The Recorder.
Castlight Health: San Francisco–based health care software firm Castlight Health turned to Fenwick for counsel earlier this month on an IPO that raised $178 million. Cooley counseled underwriters on the offering, which generated $1.54 million in legal fees and expenses.
Coupons.com: The Recorder reported earlier this month on the roles played by DLA Piper and Cooley on the $168 million Coupons.com IPO, which yielded $1.8 million in legal fees and expenses. Richard Hornstein is Coupon.com’s general counsel.
Versartis: The Redwood City, Calif.–based startup for growth hormone deficiency treatments raised $144.9 million in an IPO last week. Cooley and Davis Polk took the lead on the offering, which yielded $1.4 million in legal fees and expenses.
North Atlantic Drilling: The operator of nine offshore oil drilling rigs raised $125 million through a late January IPO that yielded $600,000 in legal fees and expenses. New York’s Seward & Kissel and Bermuda’s MJM Limited advised North Atlantic—a unit of Hamilton-based Seadrill Ltd.—on the listing, while Latham counseled the underwriters.
Varonis Systems: The data security firm raised $105.6 million in a late February IPO on which Skadden represented Varonis and White & Case took the lead for the underwriters. Legal fees and expenses for the listing were $1.2 million. Former Kirkland corporate partner Seth Gerson serves as general counsel for New York–based Varonis.