The Work

July 23, 2010 6:26 PM

IPOs Stay Hot for Am Law Firms, with Better Times on Horizon

Posted by Brian Baxter

Several firms have picked up work on the latest round of initial public offerings as the market for new listings continues to rebound, despite companies in the U.S. cutting prices and others postponing plans. Even more good news for corporate securities lawyers: A handful of large companies are reportedly planning IPOs in the coming months.

General Motors, fresh off its $3.5 billion acquisition of auto financing company AmeriCredit, is edging closer to a mid-August IPO. The Detroit-based automaker turned to Andrews Kurth for the AmeriCredit deal, which is viewed as an important step towards an IPO that would be the largest U.S. offering since Visa's $17.9 billion windfall in March 2008. (White & Case took the lead for Visa on that listing.)

Mammoth Chinese state-owned investment company CITIC Group also reportedly is mulling an $11.8 billion IPO by the end of the year. Linklaters has handled corporate and securities work for Beijing-based CITIC in the past. Bloomberg reports that Kinder Morgan Energy Partners, the Houston-based pipeline company taken private three years ago by The Carlyle Group and Goldman Sachs's private equity arm in a $22 billion leveraged buyout, is proceeding with plans for an IPO.

Spanish banking giant Banco Santander is reported to be seeking $4.6 billion through an IPO in London this fall for a 20 percent stake in its British unit. The Financial Times reports that Madrid-based Santander is trying to raise funds to buy a retail banking network from the Royal Bank of Scotland. Also planning an IPO is AIG's Asia life insurance unit, according to Bloomberg.

And even though Facebook CEO Mark Zuckerberg is dealing with a civil suit challenging his ownership stake in the Palo Alto-based online social network, he recently told Diane Sawyer in an interview that the company would go public when the time is right. (Facebook general counsel Theodore Ullyot is a former partner at Kirkland & Ellis.)

The following is a list of notable recent IPOs and the firms representing them:


The Canadian maker of interactive digital whiteboards raised $660 million last week in the second-largest IPO in the U.S. so far this year. Sharon Flanagan, the managing partner of Sidley Austin's San Francisco office, advised Calgary-based Smart on the IPO along with private equity/M&A cochair Scott Freeman. Bennett Jones corporate finance partner David Spencer served as Canadian counsel to the company.

Kirkland & Ellis corporate partner Joshua Korff--an American Lawyer Dealmaker of the Year in 2009--advised underwriters led by Morgan Stanley. Osler, Hoskin & Harcourt corporate finance and securities partner Craig Wright is Canadian counsel to the underwriters. In an SEC filing, Smart listed legal fees of $3.3 million related to the IPO.


Ameresco's plan to raise $160 million in an IPO this week was dashed after the Framingham, Mass.-based clean tech company was forced to slash the size of its offering in half as a result of tepid investor interest. Ameresco, which helps clients become energy efficient, was advised by Wilmer Cutler Pickering Hale and Dorr's Mark Borden, the former chair of the firm's corporate practice.

Energy and clean tech practice cochairs Thomas Burton III and Sahir Surmeli from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo advised underwriters led by Bank of America/Merrill Lynch. In an SEC filing, Ameresco listed legal fees of $1.3 million related to the listing.

In another energy IPO of similar size, Brazilian electricity company Renova Energia raised $98 million in an offering on the São Paulo exchange earlier this month--roughly a fifth of what it had sought after shelving an earlier IPO in March. Shearman & Sterling partner Robert Ellison in São Paulo took the lead advising Renova.


The Beijing-based software services company raised $147 million in an IPO last month, but the price of Camelot's shares fell after opening on the New York Stock Exchange this week. Gregory Miao, the head of the China practice at Skadden, Arps, Slate, Meagher & Flom, is advising Camelot along with Beijing corporate partner Peter Huang.

Jincheng, Tongda & Neal is serving as PRC counsel to Camelot, while Maples & Calder is advising the company on British Virgin Islands law. Simpson Thacher & Bartlett corporate partner Chris Lin in Hong Kong advised underwriters led by Goldman Sachs. The Jun He Law Offices are serving as PRC counsel. In an SEC filing, Camelot listed legal fees of $1.6 million related to the offering.


The Monrovia, Calif.-based provider of prepaid debit cards raised $164.1 million in an IPO this week. Reuters reports that Green Dot is exempt from a provision in the new financial services bill that restricts debit processing transaction fees. Fenwick & West corporate and securities partners William Hughes and Philip Reuther, IPO partner Laird Simons III, and corporate associate James Evans are advising Green Dot on the offering.

Cravath, Swaine & Moore corporate partner William Fogg and senior attorney Daniel O'Shea advised underwriters led by JPMorgan Chase and Morgan Stanley. In an SEC filing, Green Dot listed legal fees of $2.6 million related to the IPO.


Beverly Hills-based RealD specializes in 3-D technology for movie theaters, televisions, and viewing glasses for consumers. The company raised $200 million in an IPO last week, despite not posting a profit in its five-year history. Director James Cameron is a member of RealD's board of directors.

C. Thomas Hopkins, the cochair of the venture capital team at Sheppard Mullin Richter & Hampton in Santa Barbara, advised RealD on the offering along with entertainment and media partner Linda Michaelson and corporate partner Louis Lehot.

Steven Stokdyk, cochair of the corporate department at Latham & Watkins in Los Angeles, represented underwriters led by JPMorgan and Piper Jaffray. In an SEC filing, RealD listed legal fees of $1.95 million related to the listing.


On the heels of the RealD listing, Kansas City, Mo.-based movie theater operator AMC Entertainment announced last week that it would pursue a $450 million IPO. AMC, the second-largest theater chain in the U.S., has turned to O'Melveny & Myers corporate partner Monica Thurmond to advise on the listing. This is AMC's third attempt at an IPO since 2006--the company was taken private in a $2 billion buyout led by JPMorgan and Apollo Management in 2004.

Matthew Bloch, cochair of the capital markets practice at Weil, Gotshal & Manges, is representing underwriters led by JPMorgan and Goldman Sachs along with counsel Erika Weinberg. Legal fees related to the proposed IPO were not yet available.


Phoenix-based trucking company Swift Holdings, the largest carrier in North America, announced plans this week for a $700 million IPO to repay debt. Skadden corporate partners Richard Aftanas and Stephen Arcano are advising Swift on the offering.

The company also received legal counsel from the Scudder Law Firm in Lincoln, Neb. Earl Scudder, a cofounder of the firm who currently serves as its CEO, resigned from Swift's board of directors on July 21. In an SEC filing, Swift revealed that Earl Scudder received $30,500 in compensation. Over the past three years, the Scudder Firm was paid $2.4 million in fees for legal services.

Simpson corporate partners Andrew Keller and Lesley Peng are advising underwriters led by Morgan Stanley. Legal fees related to the proposed listing were not yet available.

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