This past year, deal lawyers at Simpson Thacher & Bartlett handled Dell’s historic $67 billion acquisition of data storage company EMC Corp., represented underwriters and managers in $32 billion in aggregate Apple Inc. public offerings and handled $36.75 billion in debt offerings on behalf of Microsoft Corp. That line-up of megadeals landed the firm a finalist spot in the overall competition for the 2017 Corporate Department of the Year. Palo Alto partners Bill Brentani, Kevin Kennedy and Atif Azher recently told The Recorder about other highlight deals from last year and the firm’s team approach to client service.
What were some of most satisfying deals for your firm to work on this past year and why? Our California offices have handled scores of high-profile corporate matters in the last year, including prominent M&A transactions. We represented Dell in the $2.4 billion sale of Dell Software Group to affiliates of Francisco Partners and Elliott Management; this came on the heels of our advising Dell and Silver Lake in the $67 billion acquisition of EMC. In addition, we advised KSL Capital Partners in the simultaneous acquisitions of both Intrawest Resorts Holdings Inc. for approximately $1.5 billion and Mammoth Resorts. We also regularly handle M&A transactions for private equity clients that include Hellman & Friedman, EQT and Warburg Pincus. Our capital markets practice has had a role in many of the leading capital markets transactions by technology companies in Silicon Valley and around the world, acting for clients on all types of offerings, including equity, debt offerings and equity-linked securities offerings, as well as derivatives transactions. Since the beginning of 2016, we have represented the underwriters in over $52 billion in bond offerings for Apple. Since August 2016, we have also represented Microsoft in debt offerings with an aggregate value of $36.75 billion, and have handled several multibillion-dollar debt and equity offerings involving Tesla Motors. In addition, we represented Airbnb in a $1 billion preferred stock financing, a transaction that made national headlines because it was premised on a $30 billion valuation for Airbnb. We have a uniquely balanced practice with both issuer and underwriter clients.
What would you say is the trait of your deal lawyers that keeps clients coming back? What is your department’s calling card? Most clients are “firm clients” with longstanding relationships across multiple practice areas, and not merely clients of one or two partners or a single practice. One of our greatest strengths is our ability to field market-leading teams across all of the disciplines needed for a transaction. In addition, we are known for our commercial approach to solving clients’ most complicated issues. Clients value our professional, straightforward and pragmatic advice that is based upon articulated risks and rewards, coupled with a deep understanding of their businesses and industries. We provide a team of best-in-class advisers who provide creative and innovative solutions to complex, high-stakes matters. We pride ourselves on having significant partner involvement and thinking “outside of the box.” Our clients continually push the envelope in terms of transaction structuring, and, therefore, we stay abreast of the most current issues related to, and have unparalleled experience with setting up, unique transaction structures.
A prospective client with an urgent matter calls and asks why your team should be retained to handle it. What is your answer? We are known for being responsive, thoughtful and “commercial,” and are therefore at our best when we are able to help clients on their most urgent, complex and significant matters. We read and adapt to each particular situation (i.e., we don’t operate from a “playbook”) and are able to react and provide real-time advice for our client’s often rapidly changing needs and challenges. Our paramount objective is to focus on those issues that matter the most to a client. We consistently deliver a business-like approach, yet we ensure our entire team understands the goals, expectations and risk tolerances that are unique to each client. We also have fully integrated specialist expertise, and our partners are involved in all aspects of a transaction—providing continuity, unparalleled experience and tremendous judgment.
What is the firm doing to train up the next generation of dealmakers in your ranks? New lawyers receive immediate hands-on experience—the best training ground in the firm—and participate in both formal and informal training programs organized by the corporate department. The traditional classroom training begins at orientation and continues throughout the year with a series of courses taught by Simpson Thacher attorneys and outside experts. Our training provides our associates with a clear understanding of market terms and precedents, providing them with a more commercial mindset. Our training managers are all former Simpson Thacher associates, adding organic depth when introducing associates to our firm’s programs and culture. The firm also holds more than 300 live classes a year on a wide range of specific topics, and we have an online library containing most of our training programs available for viewing by attorneys at their convenience. In addition, we have a corporate rotation that enables corporate lawyers to receive cross-training and an introduction to a wide variety of clients.
How do you balance the need to cross every “t” and dot every “i” in a particular matter with demands to be efficient with client resources? We pride ourselves on the thoughtfulness and thoroughness of our legal advice and in our work product and responsiveness to our clients. We help clients anticipate and respond to market and industry practices, questions and challenges. Our deep cross-practice experience maximizes efficiency and helps to minimize costs. Our innate sense of the market, derived from a tremendous level of deal experience, translates to incalculable value for clients.
How are your dealmakers using technology to help them work more efficiently? We have developed deal technology that works across industry lines, and we are actively assessing, evaluating, testing and implementing advanced technologies to further boost the efficiency of our attorneys. Examples include evaluation of several AI-based due diligence systems. We believe our due diligence systems result in greater efficiencies during the course of our clients’ matters. Additionally, we utilize extensive tools for internal sharing of work product and other useful information and our leveraging of prior experience to achieve efficiencies and cost savings for our clients. Our firm’s knowledge management tools and best of-breed software tools facilitate document preparation and help our lawyers avoid repetitive work, which translates to increased efficiency.