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January 19, 2011 7:15 PM

Am Law Firms Gear Up for IPO Bonanza in 2011

Posted by Brian Baxter

American International Group, the embattled New York-based insurance giant that received $182 billion in federal bailout funds, closed last week on a recapitalization plan that appears to set the stage for an initial public offering that might just surpass the $23 billion listing by General Motors late last year.

As previously reported by The Am Law Daily, the same three Am Law 100 firms that advised on AIG's economic rescue two years ago again played lead roles in crafting the recapitalization plan that allows the federal government to sell off its 92 percent stake in the company. (AIG and the U.S. Department of the Treasury picked four banks this week to handle the stock sale.)

Davis Polk & Wardwell corporate partner Paul Kinglsey led a team from the firm representing the Federal Reserve Bank of New York and Treasury on the deal, which will see AIG repay the New York Fed approximately $47 billion. Sullivan & Cromwell corporate cohead Robert Reeder III advised longtime client AIG, while Simpson Thacher & Bartlett partner James Gamble counseled the company's board of directors, according to our previous reports.

Should it occur in 2011, an AIG IPO could be the centerpiece for a broader rebound in public offerings, with other companies such as ChryslerFacebookGrouponLinkedIn, Nielsen, and leading Chinese turbine maker Sinovel Wind Group pursuing their own listings.

According to data compiled by Renaissance Capital, last year's global IPO volume of $235.1 billion was the most since 2007. The Asia-Pacific region was the most active in terms of both the number of deals and total proceeds, Renaissance reports. While high U.S. IPO fees coupled with tighter regulations and increased competition abroad were cited by some as a sign that the U.S. was losing the global IPO race, accounting firm BDO USA released a report this week stating that the migration of foreign-based IPOs to U.S. exchanges will increase this year.

The Am Law Daily had a look at the law firms who scored the work on the big listings that closed out 2010, as well as those that hope to get 2011 off to a strong start:

FleetCor Technologies: FleetCor, a Norcross, Ga.-based provider of electronic-payment cards, raised $335 million through a December IPO. King & Spalding health care practice head and securities partner Jon "Jay" Harris, Jr., and corporate partner Alan Prince advised FleetCor on the offering.

SEC filings show that FleetCor estimated legal fees and expenses related to its IPO at $990,000. Cravath, Swaine & Moore corporate department head John White and partner Andrew Pitts represented underwriters led by JPMorgan Chase and Goldman Sachs.

FXCM: The New York-based provider of online foreign exchange currency trading raised $211 in an early December IPO, Bloomberg reports. Simpson Thacher capital markets partner Joshua Ford Bonnie advised FXCM on the listing.

Shearman & Sterling capital markets partner Robert Evans III represented underwriters led by Citigroup, Credit Suisse, and JPMorgan. An SEC filing by FXCM didn't estimate legal fees and expenses specifically related to the offering.

Swift Holdings: The largest truckload carrier in North America raised $806 million after slashing its share price in the second-largest U.S. IPO of 2010, Bloomberg reports. Skadden corporate partners Richard Afthanas and Stephen Arcano advised Phoenix-based Swift on the listing.

The Scudder Law Firm in Lincoln, Neb., also advised the company. SEC filings show that firm cofounder Earl Scudder resigned from Swift's board of directors in July and that his firm was paid $2.4 million in fees over the last three years for legal services. Swift estimated legal fees and expenses related to the IPO at $2.3 million, according to SEC records.

Simpson Thacher corporate partners Andrew Keller and Lesley Peng advised underwriters led by BoA/Merrill Lynch, Citi, Deutsche Bank Securities, Morgan Stanley, UBS Investment Bank, and Wells Fargo Securities.

E-Commerce China Dangdang: China's Internet boom came to U.S. shores in late 2010 with successful IPO's for the country's own versions of Amazon.com and YouTube. Beijing-based online retailer E-Commerce China Dangdang raised $272 million through an IPO on the NYSE in December, according to Bloomberg.

Skadden partner Z. Julie Gao in Hong Kong served as special U.S. counsel to China Dangdang on the offering. The company received PRC counsel from the Commerce & Finance Law Offices and Cayman Islands counsel from offshore firm Maples and Calder.

SEC filings show that China Dangdang estimated legal fees and expenses related to the IPO at $1.3 million. Kurt Berney, the managing partner of O'Melveny & Myers's Shanghai office, and corporate partner David Roberts represented underwriters led by Credit Suisse and Morgan Stanley, which received PRC counsel from the Jun He Law Offices.

Youku.com: A December IPO by the Beijing-based online video provider--China's largest--raised $203 million for the company in the largest gain for a U.S. IPO in five years, Bloomberg reports. The offering also minted another new Chinese billionaire in Victor Koo, founder and CEO of Youku.

As he did with China Dangdang, Skadden's Gao served as special U.S. counsel to Youku on the IPO. TransAsia Lawyers advised Youku on PRC law, while offshore firm Appleby provided Cayman counsel to the company through partner Sherice Arman and associates Alison Cole, Anna-Lise Bailey, Jessica Wormald, and Carolina McCann.

SEC filings show that Youku estimated legal fees and expenses related to the filing to be $300,000. Simpson Thacher partner Leiming Chen in Hong Kong represented underwriters led by Goldman Sachs. Haiwen & Partners served as PRC counsel to the underwriters.

iSoftStone Holdings: Hoping to raise $50 million through a U.S. IPO in December, Chinese IT services provider iSoftStone saw its shares jump in its debut, raising $141 million through the offering.

O'Melveny's Berney and corporate partner Portia Ku in Shanghai took the lead as U.S. counsel to iSoftStone on the IPO. The Han Kun Law Offices served as PRC counsel, while offshore firm Conyers Dill & Pearman provided Cayman counsel.

SEC filings show that iSoftStone estimated its legal fees and expenses related to its U.S. listing at $1.1 million. Skadden's Gao represented underwriters led by UBS Investment Bank and JPMorgan, which received PRC counsel from the Commerce & Finance Law Offices.

Other filings looming on the horizon include...

BankUnited: The New York Times reports that Coral Gables, Fla.-based BankUnited hopes to raise $630 million in an IPO less than two years after an FDIC-brokered sale to a group of private equity firms. As previously reported by The Am Law Daily, Skadden advised former North Fork Bancorp head John Kanas, who took over management of BankUnited after it failed in 2009.

Skadden's Aftanas is advising BankUnited on its proposed IPO. SEC filings show that BankUnited paid $15.2 million in legal fees and expenses between 2007 and May 2009 for work related to "loan closings, foreclosures, litigation, corporate, and other matters." The bank estimates it legal bills and expenses related to the IPO alone to be $2.5 million.

Davis Polk capital markets group cohead Richard Truesdell, Jr., is representing underwriters led by BoA/Merrill Lynch, Deutsche Bank Securities, Goldman Sachs, and Morgan Stanley.

Demand Media: The Santa Monica-based provider of online content and domain name registration services disclosed last week that it hoped to raise $138 million in an IPO. W. Alex Voxman, head of the emerging companies practice at Latham & Watkins in Los Angeles, is advising Demand along with global public company representation practice cochair Robert Koenig. SEC filings show that Demand estimates legal fees and expenses related to its upcoming IPO at $2.6 million.

Simpson Thacher corporate partner Kevin Kennedy in Palo Alto is advising underwriters led by Goldman Sachs and Morgan Stanley. Demand's general counsel Matthew Polesetsky served as the top in-house lawyer at MySpace before News Corporation acquired it for $580 million in 2005.

HCA Holdings: Owned by private equity firms Bain Capital and KKR, HCA Holdings is the nation's largest hospital chain. Shortly before Christmas, the Nashville-based company refiled for an IPO seeking to raise $4.6 billion, after pulling its previous listing a day earlier.

SEC records show that Simpson Thacher corporate partners Joseph Kaufman and John Ericson are advising HCA, along with corporate partners J. Page Davidson and Ryan Thomas at Bass, Berry & Sims in Nashville.

Cahill Gordon & Reindel corporate partners James Clark, Jonathan Schaffzin, and William Miller are advising underwriters led by Bank of America/Merrill Lynch, Citigroup, and JPMorgan Chase. Legal fees related to the offering are not yet available.

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