U.S. companies have already raised $16.8 billion through initial public offerings so far this year, a pace not seen since the start of the financial crisis more than five years ago, according to The Wall Street Journal. Not surprisingly, several Am Law 100 firms are reaping the benefits from the flood in new filings.
The Am Law Daily reported earlier this year on how some firms were preparing themselves for a rebound in U.S. IPOs in 2013, which has so far yielded large listings for the likes of Evertec, Norwegian Cruise Line, SeaWorld Entertainment, Taylor Morrison Home, West Corp., and Zoetis.
Still in the pipeline are prospective IPOs such as cosmetics maker Coty (advised by Gibson, Dunn & Crutcher), Apollo Management–backed women’s accessories retailer Claire’s (Morgan, Lewis & Bockius), and KPS Capital Partners’s Global Brass and Copper (Paul, Weiss, Rifkind, Wharton & Garrison). Meanwhile, billionaire Thomas Barrack Jr.’s home rental spin-off Colony American Homes is being advised by Clifford Chance as it seeks to raise up to $100 million in an IPO. (Former Clifford Chance partner Ronald Sanders serves as general counsel for Colony American.)
Another company being openly discussed as likely to tap into the capital markets is Twitter, the global communications platform founded in 2006. Bloomberg reports that Twitter was recently valued at $10 billion and the San Francisco–based company has fueled speculation this month that an IPO might be imminent by hiring a former executive from Morgan Stanley. Twitter also recently secured a multimillion-dollar advertising deal with Starcom Media Vest Group and the company has been pursuing content-sharing agreements with NBC and Viacom.
Wilson Sonsini Goodrich & Rosati alum Alexander Macgillivray serves as Twitter’s general counsel. Macgillivray, who left Google in 2009 to join Twitter, did not respond to a request for comment. (SEC rules on "quiet periods" generally bar lawyers and other professional advisers from engaging in pre–IPO chatter.) Last year Twitter also hired former Google in-house lawyer and ex–Perkins Coie partner Nicole Wong, whose name emerged in news reports this month as a potential candidate to become the Obama administration’s first chief privacy officer.
Twitter’s rumored IPO aside, the spate of new public listings over the past few weeks has been dominated by dividend-paying companies such as real estate investment trusts, according to The Deal. Greenwich, Connecticut–based Renaissance Capital, which tracks IPOs, notes that the North American market ranks first globally in terms of active deals and proceeds.
Below is a breakdown of the firms behind the latest round of recently priced public listings:
Ambit Biosciences: Founded in 2000, the company is seeking to raise $65 million this week through an IPO. Ambit is currently developing small molecule therapeutics for cancer treatments in tandem with Japanese pharmaceutical giant Astellas Pharma. Cooley is advising San Diego–based Ambit on the offering, which according to an SEC filing will yield $1.4 million in legal fees and expenses. Latham & Watkins is representing underwriters led by Citigroup and Leerink Swann.
American Residential Properties: The Scottsdale, Arizona–based REIT, which focuses on single-family residential properties, turned to Hunton & Williams as it raised nearly $288 million through an IPO this month. Venable is providing Maryland legal counsel.
Andrew Kent serves as chief compliance officer and general counsel for American Residential, which in a filing with the SEC lists legal fees and expenses of $900,000 related to its IPO. Sidley Austin is advising underwriters led by Bank of America/Merrill Lynch, FBR Capital Markets, Jefferies & Co., and Morgan Stanley.
Armada Hoffler Properties: Founded in 1979, the Virginia Beach, Virginia–based REIT raised $190 million this month through an IPO. Hunton & Williams advised Armada Hoffler on the listing, while Tennessee’s Bass, Berry & Sims took the lead for underwriters led by Baird, Raymond James, and Stifel. Venable is handling matters of Maryland law.
A. Russell Kirk, a former partner at Virginia firm Kaufman & Canoles, serves as vice-chairman of the board at Armada Hoffler. The company lists legal fees and expenses of $2.75 million related to its IPO in a filing with the SEC.
BioAmber: The Montreal-based biochemical maker raised $80 million through an IPO this month. Goodwin Procter advised the company on the listing, while Simpson Thacher & Bartlett represented underwriters led by Barclays, Credit Suisse, and Societe Generale. In an SEC filing, BioAmber lists legal fees and expenses of $1.45 million related to its IPO.
Cyan: Based in wine country, the Petaluma, California–based telecom software and networking company raised $88 million in an IPO earlier this month. Wilson Sonsini took the lead for Cyan on the offering, as a former partner at the firm, Kenneth Siegel, was hired to become Cyan’s general counsel last year.
Cooley advised underwriters led by Goldman Sachs, Jefferies, and JPMorgan Chase. In an SEC filing, Cyan states that certain members and investment partnerships associated with Cooley "own an interest representing less than 0.05% of our common stock." Cyan also lists $1.5 million in legal fees and expenses related to its IPO.
ING U.S.: The New York–based U.S. insurance, investment management, and retirement arm of Dutch financial services giant ING Groep raised nearly $1.3 billion through an IPO on May 1. Sullivan & Cromwell represented ING U.S. on the offering, while Davis Polk & Wardwell advised underwriters led by Citi and Goldman.
Davis Polk alum and former Stroock & Stroock & Lavan partner Bridget Healy serves as chief legal officer for ING U.S., which lists legal fees and expenses of $4 million in a filing with the SEC related to its IPO. Amsterdam-based parent ING is also planning an IPO for its European insurance unit as it seeks to pay back a $13.1 billion bailout by the Dutch government at the onset of the financial crisis in 2008.
Marketo: A provider of on-demand marketing automation software, Marketo plans to raise $73 million in an IPO this week. Wilson Sonsini is advising the company on the proposed listing, while Goodwin Procter is counseling underwriters led by Credit Suisse and Goldman. Former Wilson Sonsini partner-turned-venture capitalist Tae Hea Nahm is a member of Marketo’s board.
Marketo’s general counsel and corporate secretary is Sharon Zezima. In an SEC filing, the San Mateo, California–based company lists legal fees and expenses of $1.75 million related to its IPO.
PennyMac Financial Services: The Moorpark, California–based residential mortgage company, which is headed by former Countrywide Financial President Stanford Kurland, raised $200 million through an IPO this month. Bingham McCutchen represented PennyMac, while Goodwin Procter counseled underwriters led by BofA, Citi, Credit Suisse, and Goldman.
PennyMac’s chief administrative and legal officer is Jeffrey Grogin. Former Nutter McClennen & Fish partner Joseph Mazzella serves as an independent member of the company’s board along with Mark Wiedman, a Yale Law School graduate and current managing director at leading asset manager BlackRock. In an SEC filing, PennyMac lists $2 million in legal fees and expenses related to its IPO.
Qiwi: The leading provider of payment services in Russia raised $213 million through an IPO this month. Skadden, Arps, Slate, Meagher & Flom advised Nicosia, Cyprus–based Qiwi on the listing, while White & Case represented underwriters led by Credit Suisse and JPMorgan. The Am Law Daily reported in March on Skadden’s role advising one of the largest lenders in Cyprus as the Mediterranean island nation sought a $13 billion bailout.
Maria Panferova has served as general counsel for Qiwi since 2003. In an SEC filing, the company lists legal fees and expenses of $2 million related to its IPO. Antis Triantafyllides & Sons is serving as Cypriot counsel to Qiwi on the offering. Fellow Cypriot shop Chrysses Demetriades & Co. is also serving as local counsel to underwriters.
Quintiles Transnational Holdings: The portfolio company owned by private equity firms Bain Capital and TPG Capital raised $947.4 million through an IPO this month. Simpson and Raleigh’s Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan advised Quintiles, which is one of the world’s largest contract research organizations, while White & Case represented underwriters led by Barclays, JPMorgan, and Morgan Stanley. Former Bryan Cave partner James Erlinger III serves as general counsel and corporate secretary for Durham, North Carolina–based Quintiles, which lists legal fees and expenses of $4.25 million in a filing with the SEC.
Tableau Software: The Seattle-based provider of interactive data visualization software expects to raise up to $215.3 million through an IPO this week. Cooley is representing Tableau on its proposed listing, while Fenwick & West counsels underwriters led by Credit Suisse, Goldman, JPMorgan, and Morgan Stanley. Keenan Conder serves as general counsel and corporate secretary for Tableau, which lists legal fees and expenses of $1 million related to its IPO in an SEC filing.
Tallgrass Energy Partners: The provider of transportation and storage of natural gas in the Rocky Mountains and Midwest is hoping to raise roughly $300 million through an IPO this week. Baker Botts is representing Overland Park, Kansas–based Tallgrass, while Vinson & Elkins is advising underwriters led by Barclays, Bank of America, Citi, and Deutsche Bank.
Former Stinson Morrison Hecker partner George Rider has served as general counsel and secretary of Tallgrass’s general partner since February of this year. In an SEC filing, Tallgrass lists $1.5 million in legal fees and expenses related to its IPO.
Trade Street Residential: The Aventura, Florida–based REIT expects to raise $75 million through an IPO this week. Bass Berry is advising Trade Street, while Hunton takes the lead for underwriters led by BB&T Capital Markets and Sandler O’Neill. Venable is handling matters related to Maryland law.
Trade Street’s general counsel is Greg Baumann and his father and fellow attorney Michael Baumann is CEO and chairman of the self-managed REIT. In an SEC filing, Trade Street lists more than $1.4 million in legal fees and expenses related to its forthcoming IPO.
UBIC: The Tokyo-based provider of Asian language software-based e-discovery services decreased the size of its proposed IPO earlier this month to a mere $9 million. DLA Piper is advising UBIC on the listing, while Reed Smith and Japan’s Anderson Mori & Tomotsune are counseling underwriters led by Maxim Group and The Benchmark Group. In an SEC filing, UBIC lists nearly $2 million in legal fees and expenses related to its IPO.
William Lyon Homes: A leading homebuilder in states like Arizona, California, Colorado, and Nevada, William Lyon Homes is seeking to raise more than $200 million through an IPO this week. Latham is advising William Lyon, while Milbank, Tweed, Hadley & McCloy is representing underwriters led by Citi, Credit Suisse, and JPMorgan.
Brobeck, Phleger & Harrison and Gibson Dunn alum Michael Barmettler serves as general counsel for Newport Beach, California–based William Lyon, which in an SEC filing lists $1 million in legal fees and expenses related to its IPO.