(Photographer: Lim Yong Hian)
Ares Management L.P. joined several private equity rivals in tapping the public markets last week by raising $216 million through an initial public offering.
While the return was somewhat of a disappointment for the Los Angeles–based buyout shop, lawyers from Proskauer Rose, Simpson Thacher & Bartlett, Latham & Watkins and Patton Boggs divvied up an estimated $9.5 million in legal fees and expenses, according to an SEC filing for the Ares listing.
The sum makes the IPO by Ares one of the more profitable for legal advisers this year, according to our previous reports, although the fees still pale in comparison to what alternative asset management giants like Fortress Investment Group, KKR and The Blackstone Group paid out to their outside legal advisers in past years. Skadden, Arps, Slate, Meagher & Flom took the lead for Fortress on the hedge fund’s $634 million IPO in 2007 that generated $14.5 million in legal fees and expenses. (The tax-saving structures created by lawyers from Skadden and Simpson on the Fortress and Blackstone IPOs were the subject of a feature story in The American Lawyer back in 2007.)
Simpson corporate partner Joshua Ford Bonnie was named an American Lawyer Dealmaker of the Year in 2008 for his work on the Blackstone IPO, and Bonnie is providing special regulatory counsel to Ares on its current entry into the public markets. Since then, other private investment firms like The Carlyle Group and Oaktree Capital Group have made some of their shares public.
Taking the lead for Ares on the listing is its longtime outside legal adviser Michael Woronoff, the Los Angeles–based cohead of Proskauer’s global M&A group, and corporate partner Philippa Bond. Woronoff, who joined Proskauer in 2004 from Skadden, was named an Am Law Daily Dealmaker of the Week in 2011 for his role advising Ares and the Canadian Pension Plan Investment Board (CPPIB) on their $1.6 billion acquisition of 99 Cents Only Stores.
Last September, Woronoff again advised Ares and the CPPIB on their $6 billion acquisition of luxury retail chain Neiman Marcus from private equity firms TPG Capital and Warburg Pincus. It was the latest big deal by Proskauer on behalf of Ares, which over the past year has turned to the firm for counsel on its $820 million sale of Stream Global Services to customer management services provider Convergys; the $250 million sale of a 6.25 percent stake to insurer Alleghany Corp.; and the acquisition of real estate investor AREA Property Partners.
Woronoff declined to comment on Ares’ IPO, citing an SEC-mandated quiet period. Other Proskauer lawyers working on the matter include corporate partners Jonathan Benloulou, Sean Hill, Monica Shilling and Frank Zerb; employee benefits partners Colleen Hart and Andrea Rattner; tax partners Arnold May, Martin Hamilton and Robert Gaut; tax counsel Timothy Donovan and associates Stephanie Berdik, Jamie Bowles, Sally Bradley, Jillian Gaffield, Annie Kim, Marguerite Lombardo, Elena Marrs, Casey McDonald, Sean McGrath, Nicholas Noon, Nicole Ross, Alexander Schwartz, Catherine Sear, Katerina Sheerin, Aditi Sherikar and Gary Silber.
The IPO values the stake of Ares cofounder Antony Ressler—a Drexel Burnham Lambert alum and brother-in-law of Sullivan & Cromwell M&A partner Alison Ressler—at roughly $1.3 billion, according to Forbes. Tony Ressler, the husband of actress Jami Gertz, is a former partner at private equity giant Apollo Global Management who cofounded Ares in 1997 with John Kissick. Both Resslers are currently minority owners of Major League Baseball’s Milwaukee Brewers, which are controlled by Columbia Law School graduate and private equity titan Mark Attanasio.
Latham & Watkins and McDermott Will & Emergy represented Tony Ressler in 2012 on his ill-fated bid to buy the Los Angeles Dodgers out of bankruptcy, which saw Proskauer take the lead in the proceedings for MLB. As it happens, Latham is advising underwriters on Ares’ IPO through corporate partner and national practice cochair Kirk Davenport II and corporate partner Cynthia “CiCi” Rotell.
Patton Boggs is advising the Abu Dhabi Investment Authority (ADIA)—the sovereign wealth fund of the Persian Gulf emirate—in its role as a potential selling unit-holder in Ares. Ultimately, ADIA decided against selling its shares in Ares.
Michael Weiner, a former partner at Morgan, Lewis & Bockius, serves as general counsel of Ares, which has $74 billion in assets under management. Anthony Dell is the private equity firm’s global chief compliance and ethics officer. U.S. Senate lobbying records show that since 2008, Ares has paid $500,000 to Brownstein Hyatt Farber Schreck to advise on private equity tax issues.