Three years after first filing to go public in a bid to repay a $17.2 billion federal government bailout, Ally Financial, the former finance arm of auto giant General Motors, raised nearly $2.4 billion in an initial public offering Thursday that will see principal investor the U.S. Department of the Treasury slash its 37 percent stake in the company to at most 17 percent.
Ally’s IPO is the largest U.S. listing since private equity giant The Blackstone Group took Hilton Worldwide Holdings public in a $2.4 billion listing back in December, according to The Wall Street Journal, citing data compiled by Dealogic.
An SEC filing for the Hilton IPO shows it generated more than $4.6 million in legal fees for lawyers from Simpson Thacher & Bartlett and Davis Polk & Wardwell. Ally’s IPO has yielded slightly below that—$4 million in legal fees, according to an SEC filing. As it happens, Davis Polk is currently advising Ally through the firm’s global capital markets leader Richard Sandler and corporate partner Richard Drucker, the latter of which advised ex-Ally parent GM three years ago on the sale of preferred shares in the Detroit-based auto lender.
Cahill Gordon & Reindel executive committee member James Clark, who served as underwriters’ counsel on that GM share sale, and corporate partner Noah Newitz are again counseling underwriters on Ally’s IPO led by Barclays, Citigroup, Goldman Sachs and Morgan Stanley. Clark told The Am Law Daily in 2009 that a bond offering he and Newitz worked on for GM was the most complicated matter he’d ever handled at the time. In a phone conversation Thursday, Clark claims that bond offering still stands out, but notes that Ally’s IPO had its own special complexities.
“I don’t know of any IPO with a three-year gestation period,” says Clark, reflecting on the long road taken by Ally, which has repaid about $15.3 billion of its government bailout.
Ally’s path to the public markets was delayed as the company struggled with bad loans by former mortgage subsidiary Residential Capital, which became the largest bankruptcy case of 2012. The move by Ally to put ResCap into bankruptcy in order to focus on its auto lending and direct banking businesses resulted in a fierce fraudulent conveyance fight that ended last year, with a fee feast for several Am Law 100 firms, according to our previous reports. (The American Lawyer recently named Morrison & Foerster restructuring cochair Gary Lee one of its Dealmakers of the Year for his role as lead debtor’s counsel in the ResCap case.)
Sullivan & Cromwell financial services partners Jay Clayton and C. Andrew Gerlach were brought in two months ago to serve as additional underwriters’ counsel for Ally’s IPO. Ally’s general counsel is William Solomon Jr., a former in-house attorney at GM, which sold its remaining stake in Ally via a $900 million private placement of shares in mid-December.
Besides the Treasury Department, which in a press release this week touted Ally’s IPO as helping taxpayers, other investors in the company include former private equity owner Cerberus Capital Management, which still holds an 8.6 percent stake in the company, and noted activist investor Daniel Loeb, whose Third Point hedge fund owns a 9.5 percent stake, according to news reports.
The Ally float is the latest to ride surging U.S. capital markets in recent weeks, with the slate of 16 U.S. IPOs this week making it the busiest week in more than seven years, according to data analyzed by Renaissance Capital. Nonetheless, The New York Times’ DealBook reports that the robust pipeline has dampened the appetites of some investors, who are being selective in where they choose to invest.
Blackstone’s $650 million IPO of another hotel chain—Irving, Texas–based La Quinta Holdings—underperformed this week, but it paid well for the lawyers from Simpson and Latham & Watkins advising on the offering. An SEC filing states that La Quinta’s IPO has generated $5.73 million in legal fees and expenses.