The Work

May 13, 2011 6:16 PM

Hot Market for IPOs Has Firms Flocking to File Registration Papers

Posted by Brian Baxter

The appetite for initial public offerings is heating up as summer approaches, thanks to favorable market conditions, strong investor interest, and reasonably healthy global stock markets, The New York Times reports.

More than 30 companies filed registration papers with the SEC in April, according to data compiled by Renaissance Capital's IPO tracker. The technology sector in particular has been hit with a flood of filings in recent months, with such companies as Pandora, Zillow, and LinkedIn moving forward with public listings. (Click here, here, and here for stories on the legal advisers behind those IPOs; LinkedIn, advised by Silicon Valley stalwart Wilson Sonsini Goodrich & Rosati, is on track to raise almost $275 million through a public offering next week.)

Another company that announced its intention to go public earlier this year, Austin-based microchip maker Freescale Semiconductor, revealed in an SEC filing this week that it had spent nearly $3.1 million on legal fees and expenses related to an IPO that could raise $944 million. (One offering that won't be happening: The IPO that was being pursued by Skype before Microsoft spent $8.5 billion to acquire the voice and video Web communications company this week.)

All of this is good news for corporate securities lawyers advising clients coming to market. Below are some of the latest noteworthy IPO filings and their counsel of record:

AIG: While technically a "re-IPO," insurance giant AIG announced this week the details of its forthcoming sale of 100 million shares to reduce from 92 percent to 77 percent the federal government's stake in the company. While an SEC filing by the company does not disclose a specific price for the offering, the Times reports that it would amount to about $8.9 billion. AIG, which held its annual meeting this week, will not receive any of the proceeds from the government's sale of its shares.

SEC filings show that Sullivan & Cromwell is representing AIG on the share sale, Davis Polk & Wardwell is advising the U.S. Treasury, and Cleary Gottlieb Steen & Hamilton is counseling underwriters led by Bank of America/Merrill Lynch, Deutsche Bank Securities, Goldman Sachs, and JPMorgan Securities. As we've previously reported, all three firms had lead roles advising on the government rescue of AIG during the 2008 financial crisis.

Air Lease Corporation: Founded by aviation industry billionaire Steven Udvar-Házy, global aircraft leasing company Air Lease raised more than $800 million through an IPO last month. Munger, Tolles & Olson partners Robert Knauss and Mark Kim advised Los Angeles-based Air Lease on its public listing. Air Lease's general counsel is Grant Levy.

Davis Polk partners Joseph Hall and Mary Conway are leading a team from the firm advising lead underwriters Credit Suisse and JPMorgan Chase. SEC filings reveal that Air Lease estimates its legal fees and expenses related to the IPO at $2 million.

BATS Global Markets: The operators of the BATS stock exchange filed for a $100 million IPO on Friday, raising speculation that the upstart electronic exchange operator could be a takeover target, according to the Times. Davis Polk partner Deanna Kirkpatrick is advising Lenexa, Kan.-based BATS on its IPO. Eric Swanson serves as general counsel for BATS, which was founded in 2005.

Skadden, Arps, Slate, Meagher & Flom finance partners Gregory Fernicola and Phyllis Korff are representing underwriters led by Citigroup, Credit Suisse, and Morgan Stanley. BATS has not yet listed its expected legal fees related to its planned public listing.

BrightSource Energy: An Oakland, Calif.-based solar technology company that makes materials for use in solar energy power plants, BrightSource Energy filed plans on Earth Day last month for a $250 million IPO. Orrick, Herrington & Sutcliffe partner Alan Talkington, a former chair of the firm's corporate department, is advising BrightSource on its planned listing, along with partner Brett Cooper. BrightSource general counsel Daniel Judge is a former Orrick associate.

Skadden partner Richard Afthanas is representing underwriters on the offering led by Citi, Deutsche Bank Securities, and Goldman Sachs. Legal fees related to the IPO are not yet available.

Kosmos Energy: Hamilton, Bermuda-based oil and gas exploration firm Kosmos Energy became the latest company to see its private equity owners choose the IPO exit plan, as Warburg Pincus and The Blackstone Group took Kosmos public this month in an effort to raise roughly $540 million. Davis Polk capital markets cohead Richad Truesdell, Jr., is advising Kosmos on the IPO, along with Marcello Ausenda and Richard Finlay from offshore firm Conyers Dill & Pearman. William Hays, an Andrews Kurth alum, serves as general counsel for Kosmos.

David Beveridge, head of the Americas capital markets group at Shearman & Sterling, is advising underwriters led by Barclays Capital, Citi, and Credit Suisse. SEC filings show that Kosmos has paid $2.8 million in legal fees and expenses related to its IPO.

Renren: In what some have called a possible prelude to a Facebook IPO later this year, one of China's largest social networking companies raised $743 million earlier this month with an IPO listed in the U.S. Skadden partner Z. Julie Gao in Hong Kong, offshore firm Appleby, and Chinese firm TransAsia Lawyers are advising Renren on its IPO.

Gao and the two other firms teamed up earlier this year to represent Beijing-based online video provider on its $203 million IPO. Shearman partner Alan Seem in Beijing and China's Commerce & Finance Law Offices are advising underwriters on the offering led by Credit Suisse, Deutsche Bank Securities, and Morgan Stanley. SEC filings reveal that Renren has spent $2.5 million in legal fees and expenses on its IPO.

Yandex: One of Russia's largest Internet companies, Yandex, filed documents earlier this month for an IPO seeking to raise $1 billion. Wilmer Cutler Pickering Hale and Dorr partner Timothy Corbett and senior counsel Trisha Johnson in London are representing Yandex on its IPO. The company, based in The Hague, Netherlands, for tax reasons, operates Russia's most popular search engine.

VanEps Kunneman Van Doorne is serving as special Dutch counsel to Yandex on its planned IPO, while also handling local tax matters for the company. Russian legal counsel is being provided by Laseta Partners in Moscow.

Davis Polk corporate partner Nigel Wilson in London is advising underwriters led by Deutsche Bank Securities, Goldman Sachs, and Morgan Stanley. Dutch firm Stibbe and Moscow-based ALRUD are also providing legal counsel to the underwriters. Legal costs related to the proposed IPO are not yet available.

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