This past year Kevin Kennedy of Simpson Thacher & Bartlett handled blockbuster debt deals involving two of tech’s biggest names: Apple Inc. and Tesla Inc. Kennedy represented underwriters on Tesla’s $977.5 million in senior notes and the concurrent public offering of more than 1.5 million shares of its common stock, about $1.4 billion in total offerings. Kennedy also represented underwriters on $32 billion worth of public offerings for Apple around the globe. Kennedy told The Recorder about the value of having long-term loyal clients—and a memorable telephone number.
What were your professional highlights of the past year? What made that deal or those deals stand out? Working on Tesla’s inaugural high-yield issuance was very interesting and would have to go near the top of the list, just because of the issues that arise from a company issuing straight tradable debt for the first time. And of course, Tesla’s dynamic vision for their industry made that particularly novel. The Apple deals were very unusual just because of the volume of them and their geographic diversity (Japan, Taiwan, the EU, the U.S., etc). I worked on my first Apple deal in 1996 (representing it in that one) so there’s a lot of history with the company, and seeing them grow and achieve all they’ve achieved over time has been extremely gratifying. I’m pretty sure no corporate lawyer has ever done that many investment-grade bond offerings for a single issuer over a similar time frame. But if I look back on this year 20 years from now, the deal I’ll probably remember the most is the Airbnb preferred stock offering. There’s been such a huge evolution, even in just the last five years, in how large private companies like Airbnb deal with their liquidity needs. Getting a chance to be on the ground and see these forces at work on a firsthand basis was fascinating.
With which clients do you have the longest relationships? How far back do those relationships go? I married my high school sweetheart, have had the same secretary for 20 years and have some T-shirts that go back to the Reagan administration, so I’m all about long-term relationships. I’ve known Apple in its various incarnations since the late ’90s, but probably my longest-term corporate relationship is with Nu Skin Enterprises out of Utah. I started working on their IPO as underwriter’s counsel back in 1995 and became their outside counsel shortly after they went public in 1996. It was the world’s first—and I think last—simultaneous U.S./Japanese IPO. I have worked for them pretty much continuously ever since. On the finance side, I’ve worked for Goldman Sachs since the very beginning of my career. I believe the first deal I ever worked on was representing them in the IPO of Convex Computer back in 1990 when I was a summer associate. I don’t think there’s been a single month in my career where I haven’t spent some time on at least one Goldman Sachs matter.
Why do you think clients come back to you? What can they get from you that they don’t get from someone else? I attribute this entirely to inertia. That and my phone number is easy to remember.
What’s more important in the current market and why: offering bespoke services or being efficient? I’d hesitate to make any broad pronouncements about what clients are looking for “in the market.” Certainly no one wants to hire an inefficient lawyer, and we pride ourselves on delivering our services on time and on budget. But there are lots of good lawyers out there, and I think clients coming to us are looking for something more. We try to find creative solutions to problems that others find difficult to solve. I think of us a bit as deal lawyers of last resort.
Outside your partners, who is another corporate lawyer you admire and why? I’d have to say Bill Hinman, who is now the director of corporation finance at the SEC. This is probably cheating since Bill and I worked together for over 20 years before he joined the staff, but he’s not one of my partners now so I’m running with that. As to “why,” he’s the most creative lawyer I’ve ever met, he is a giant of the securities bar in an industry that has plenty of giants. And a true gentleman to boot. I still miss him greatly, but my loss is the country’s gain.