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June 18, 2010 1:40 PM

As AgBank Readies Mammoth Listing, Firms Gear Up for More IPOs

Posted by Brian Baxter

UPDATE: June 21, 8:00 a.m. Legal Week reports that Herbert Smith has landed the key role advising underwriters on the AgBank IPO.

With the Agricultural Bank of China set to launch the Shanghai portion of its mammoth $23 billion initial public offering this week, we thought it an appropriate time to delve into the latest batch of IPOs and report on the firms advising the soon-to-be-public companies.

Davis Polk & Wardwell corporate partner Show-Mao Chen, resident in the firm's Beijing and Hong Kong offices, is handling the IPO for AgBank, China's second-largest bank by assets. AgBank's choice of Davis Polk makes sense: Chen and the firm previously advised the Industrial & Commercial Bank of China, the nation's largest bank by assets, on its $21.9 billion IPO in 2006.

The ICBC offering remains the world's largest IPO to date, although it could be surpassed by AgBank, which signed a strategic deal with Standard Chartered this week in the hopes of drawing in foreign investors. Davis Polk's Chen declined to comment on the AgBank IPO until the listing is completed. (So far, investor reaction to the proposed IPO has been lukewarm.)

Beyond AgBank, other large listings remain on the horizon. General Motors, whose largest current shareholder is the U.S. Department of the Treasury, is reportedly in the early stages of preparing an IPO. And executives of Neuberger Berman, the employee-owned investment management firm once part of Lehman Brothers, have announced plans to take the company public, according to a recent Reuters story.

Here are several recent IPOs and the law firms advising on the listings:

OASIS PETROLEUM

Independent oil and gas production company Oasis Petroleum raised $588 million in the second-largest IPO in the U.S. this year, Bloomberg reports. The Houston-based company, formed in 2007 by oil executives from Burlington Resources (now part of oil giant ConocoPhillips) and backed by private equity firm EnCap Investments, is developing oil and gas resources in Montana and North Dakota.

Vinson & Elkins corporate partners T. Mark Kelly and David Oelman in Houston are advising Oasis on the offering. In an SEC filing, the company listed legal fees and expenses of $1.5 million related to the IPO.

Andrews Kurth corporate securities cochair G. Michael O'Leary and securities partner David Buck in Houston are representing underwriters Morgan Stanley, UBS Investment Bank, Simmons & Co., JPMorgan Chase, TudorPickering, Wells Fargo Securities, BNP Paribas, Canaccord Genuity, Johnson Rice, and Morgan Keegan.

CHR. HANSEN

Danish food products company Chr. Hansen raised $521 million on the Copenhagen exchange earlier this month. The Hørsholm-based company was taken private by French private equity firm PAI Partners in April 2005.

Legal Week reports that Weil, Gotshal & Manges capital markets partners James Cole and Peter Schwartz in London advised PAI on its IPO exit from Chr. Hansen. Weil corporate partners David Aknin and Jean Beauchataud in Paris, who have the firm's relationship with PAI, also advised on the listing, Legal Week reports. Bech-Bruun served as Danish counsel.

Linklaters corporate partner Brigid Rentoul in London advised underwriters Credit Suisse, JPMorgan, Danske Markets, Morgan Stanley, SEC Enskilda, Carnegie Bank, and Credit Agricole on the offering. Gorrissen Federspiel provided Danish counsel to the underwriters.

HIGHER ONE HOLDINGS

Fears of how new financial reform legislation might affect its business caused Higher One, a New Haven-based provider of financial services to college students, to reduce the amount raised through an IPO by about half, Bloomberg reports. Higher One's listing brought in $108 million instead of its planned $228 million (the reduction did cause its share price to soar).

Cleary Gottlieb Steen & Hamilton corporate partner David Lopez in New York advised Higher One on the offering. In an SEC filing, the company listed legal fees and expenses linked to the IPO at $1.5 million.

Sullivan & Cromwell capital markets partner Jay Clayton in New York represented underwriters Goldman Sachs, UBS Securities, Piper Jaffray, Raymond James, William Blair & Co., and JMP Securities.

TESLA MOTORS

This week Tesla Motors, a manufacturer of trendy electric cars, increased the amount of capital it hoped to raise through an IPO to $178 million. Tesla had stated in February that it wanted to raise $100 million through a public listing.

Wilson Sonsini Goodrich & Rosati chairman Larry Sonsini, corporate finance and venture capital partner David Segre, and corporate securities partner Mark Baudler in Palo Alto are advising Tesla on its plan to go public. The firm advised Tesla in May 2009 when Daimler took a 10 percent stake in the San Carlos, Calif.-based electric vehicle manufacturer. (Larry Sonsini is a former member of Tesla's board of directors.)

Simpson Thacher & Bartlett corporate securities partner Kevin Kennedy in Palo Alto represented underwriters Goldman Sachs, Morgan Stanley, J.P. Morgan Securities, and Deutsche Bank Securities. In an SEC filing, Tesla listed legal fees and expenses related to the offering at $2.5 million.

MOTRICITY

Mobile data services provider Motricity cut the size of its IPO by 40 percent this week, Bloomberg reports, taking in nearly $60 million from the $102 million it initially hoped to raise. The Bellevue, Wash.-based company, 18.5 percent of which is owned by Carl Icahn, intends to use proceeds from the offering for acquisitions and investments in new wireless technologies.

Kirkland & Ellis corporate securities partners Mark Director and Christian Nagler are advising Motricity on the IPO. In an SEC filing, Motricity listed legal costs and expenses related to the offering at $1.4 million.

Simpson Thacher corporate partner William Hinman, Jr., in Palo Alto is representing underwriters Goldman Sachs, J.P. Morgan Securities, Deutsche Bank Securities, RBS Capital Markets, Robert W. Baird & Co., Needham & Co., and Pacific Crest Securities.

INPHI

Sunnyvale, Calif.-based semiconductor maker Inphi on Thursday announced that it would seek to raise up to $115 million through an IPO to fund its capital needs and increase its cachet in the capital markets, Dow Jones Newswires reports.

Pillsbury Winthrop Shaw Pittman technology and M&A partners Jorge del Calvo and Allison Tilley, corporate and securities partners Davina Kaile, and counsel Noelle Matteson are representing Inphi on the offering. Legal costs linked to the listing were not immediately available in an SEC filing by the company, which was founded in 2000.

Bruce Dallas, a capital markets partner with Davis Polk in Menlo Park, Calif., is advising underwriters Morgan Stanley, Deutsche Bank Securities, Jefferies & Company, Thomas Weisel Partners, and Needham & Company.

LOGAN'S ROADHOUSE

With franchises in more than 20 states, the parent company of the Logan's Roadhouse bar and grill chain announced plans for an IPO to raise $200 million. Founded in 1991, Logan's Roadhouse was taken private in late 2006 by a restaurant investor group operating under the name LRI Holdings.

Kirkland corporate partners Joshua Korff--an American Lawyer Dealmaker of the Year in 2009--and Jason Zachary in New York are representing Nashville-based Logan's on the listing. Legal fees for the proposed IPO were not immediately available. The company plans to use proceeds to pay down debt. King & Spalding corporate partners Jeffrey Stein and Keith Townsend in Atlanta are advising underwriter Credit Suisse securities.

TORNIER

Dutch medical company Tornier, which has its U.S. headquarters in a Minneapolis suburb, announced plans last week to raise $205 million through an IPO, according to the Minneapolis Star-Tribune. Willkie Farr & Gallagher corporate partner Cristopher Greer in New York is advising Tornier on the listing, while Stibbe is providing Dutch counsel to the Schiedam, Netherlands-based company. (Tornier was taken private by an investor group in 2006.)

B. Shayne Kennedy, the cochair of the corporate department in the Costa Mesa, Calif., office of Latham & Watkins, is representing underwriters Bank of America/Merrill Lynch, JPMorgan, Piper Jaffray, Credit Suisse, Wells Fargo Securities, and William Blair & Co., along with corporate partner Charles Ruck. Legal costs related to the future offering were not yet available.

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