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June 25, 2010 6:55 PM

Debevoise Picks Up Booz Allen Hamilton IPO Work

Posted by Brian Baxter

Initial public offerings might have tailed off over the past two years as capital markets dried up. But if the first six months of 2010 are any indication, IPOs are making a comeback.

The Wall Street Journal reports that the IPO machine in Silicon Valley is churning once again, with corporate lawyers, investment bankers, and consultants all reaping the benefits.

"It's nice to be busy," Fenwick & West securities group chair Horace Nash told the paper. The firm is handling IPO work for two local companies--communications equipment provider Force10 Networks and Amyris Biotechnologies. And Nash told The WSJ that other listings are in the pipeline.

The Am Law Daily reported in March that corporate securities lawyers were eagerly expecting an upsurge in IPOs. There's since been a steady stream of companies coming to market.

General Motors reportedly has accelerated the timetable for its upcoming IPO and Seattle-based Fortune Bank announced this week that it would seek to raise as much as $460 million by going public, quadrupling the commercial bank's assets. Petrobras, Brazil's state-controlled oil company, has delayed a rights issue worth up to $84 billion until September, but airline ticketing firm Travelport, which called off a $1.78 billion London listing earlier this year, now is reported to be mulling a U.S. offering.

That means more work for corporate lawyers. Here are some of the latest IPOs and the counsel of record for each:

BOOZ ALLEN HAMILTON

McLean, Va.-based consulting giant Booz Allen Hamilton announced on June 21 that it's planning an IPO to raise $300 million to pay off debt. Private equity giant The Carlyle Group owns 80 percent of Booz Allen. The Washington Post reports that Carlyle's plan to spin off Booz Allen could benefit Carlyle and top Booz Allen executives with ownership interests, but the deal could be bad news for the long-term future of the firm.

Debevoise & Plimpton corporate securities partner Matthew Kaplan is advising Booz Allen on the proposed IPO. (The firm has a longtime relationship with Carlyle, having advised the PE firm on its May 2008 investment in Booz Allen.)

Latham & Watkins corporate partner Rachel Sheridan and associate Jason Licht are representing underwriters Morgan Stanley, Barclays Capital, Bank of America/Merrill Lynch, Credit Suisse, Stifel Nicolaus, BB&T Capital Markets, Lazard Capital Markets, and Raymond James.

AFFINIA

Formed in 2004 by a private equity firm, Ann Arbor, Mich.-based auto parts supplier Affinia Group Holdings announced on Friday that it would pursue an IPO to raise $230 million. Vincent Pagano, Jr., head of the capital markets practice at Simpson Thacher & Bartlett, is advising Affinia on the proposed listing.

Cravath, Swaine & Moore corporate partner William Fogg is advising underwriters JPMorgan Chase, Barclays Capital, BoA/Merrill Lynch, Baird, Wells Fargo Securities, BMO Capital Markets, and BB&T Capital Markets. Legal costs related to the offering were not yet available.

BIOHORIZONS

Birmingham-based dental implant maker BioHorizons filed this week for a $100 million IPO, but the company has not set out a timetable for the offering. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo corporate partners Michael Fantozzi, Daniel Kajunski, and James McKnight are representing the company. BioHorizons general counsel David Dutil was once of counsel at the firm.

Latham corporate vice-chair Marc Jaffe and Licht are advising underwriters Piper Jaffray, Jefferies & Co., Canaccord Genuity, and Cowen & Company. Legal costs related to the offering were not yet available.

FABRINET

After pricing below expectations and cutting the size of its offering by nearly 30 percent, Cayman Islands-based optical telecommunications manufacturer Fabrinet raised $85 million through an IPO on Friday. Larry Sonsini, chairman of Wilson Sonsini Goodrich & Rosati, advised Fabrinet on the listing along with corporate finance partners Robert Latta and Nathaniel Gallon.

Walkers provided Cayman counsel to Fabrinet, while the Chandler and Thong-Ek Law Offices advised on Thai legal issues. In an SEC filing, the company listed legal costs related to the offering at $1.3 million. Davis Polk & Wardwell corporate partner James Lin in Hong Kong represented underwriters Morgan Stanley, Deutsche Bank Securities, the Royal Bank of Scotland, Thomas Weisel Partners, and Cowen & Co.

HUDSON PACIFIC PROPERTIES

Los Angeles-based REIT Hudson Pacific, which owns office properties throughout California, saw shares rise in the first day of trading for its $218 million IPO. Latham corporate partners Julian Kleindorfer and Bradley Helms advised Hudson on the IPO. In an SEC filing, Hudson listed legal costs related to the offering at $4.8 million.

Hogan Lovells capital markets cochair David Bonser and corporate partner Samantha Gallagher represented underwriters BoA/Merrill Lynch, Barclays Capital, Morgan Stanley, Wells Fargo Securities, BMO Capital Markets, and KeyBanc Capital Markets.

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