The Work

September 6, 2011 4:55 PM

Carlyle Group, AIG Unit Pace IPO Market Revival in U.S.

Posted by Brian Baxter

A week after the market for initial public offerings in the United States began to show signs of rebounding, a round of new filings—including those of private equity firm The Carlyle Group and insurance giant AIG's aircraft finance unit—are keeping corporate securities lawyers busy.

The Wall Street Journal reports, meanwhile, that the Asian IPO market is also going strong. Among the firms getting offering work in Asia: Baker & McKenzie and Latham & Watkins, which are advising on a $2 billion Hong Kong IPO by Chinese investment bank CITIC Securities, according to sibling publication The Asian Lawyer. Elsewhere, The Asian Lawyer reports, Sidley Austin and Clifford Chance are representing two Chinese construction machinery companies on recently announced IPOs in China.

Top Chinese domestic law firms are advising on a pair of high-profile IPOs announced in Shanghai this week. King & Wood is behind the wheel on a $500 million offering by Chinese automaker Great Wall Motor Company, according to The Asian Lawyer, while Beijing-based rival Jiayuan Law Firm is counseling state-owned Shaanxi Coal Industry on a $2.7 billion public listing.

Nonetheless, poor economic indicators in the U.S. and escalating debt woes in the eurozone continue to contribute to the uncertainty roiling global stock markets, leading some companies to consider postponing their planned public listings. The New York Times reports that e-commerce site Groupon, which announced plans for a $750 million IPO back in June, could delay the offering.

Some of the latest IPO filings in the U.S. and their counsel of record include:

The Carlyle Group: One of the world's largest and most diversified alternative-asset management firms sought on Tuesday to become the latest private equity firm to go public, filing for an IPO in which it seeks to raise at least $100 million. The move by Washington, D.C.-based Carlyle follows similar maneuvers by rivals The Blackstone Group, KKR, and Fortress Investment Group.

Simpson Thacher & Bartlett capital markets partner Joshua Ford Bonnie is advising Carlyle on its IPO. Bonnie was named a Dealmaker of the Year in 2008 by The American Lawyer for his handling of Blackstone's IPO, the subject of a feature story in the magazine that focused on the offering's unique corporate tax structure and minimal regulation. Simpson Thacher also advised KKR on its efforts to list itself publicly a year ago and private equity firm Oaktree Capital Group on its proposed listing in June.

Carlyle has a long relationship with Latham, which the private equity firm has kept busy over the past year and a half. Most recently, Latham advised Carlyle on a $5 billion joint shipping venture in March. Carlyle managing director and general counsel Jeffrey Ferguson once worked at Latham; the firm also once employed current Carlyle board member and managing director Bruce Rosenblum as a partner.

Simpson Thacher also enjoys a close relationship with Carlyle, which recently turned to the firm for its acquisitions of a 55 percent stake in hedge fund manager Emerging Sovereign Group and a separate another 55 percent stake in hedge fund Claren Road Asset Management, as well as its purchase of a stake in boutique investment bank Sandler O'Neill + Partners last November.

Carlyle cofounder David Rubenstein, who, according to The New York Times, will become a cochief executive at the private equity firm as part of a reorganized corporate structure, spent two years at Paul, Weiss, Rifkind, Wharton & Garrison during the 1970s. While at Paul, Weiss, Rubenstein helped create the Mutual Assistance Corporation to aid New York City during its fiscal crisis. He later practiced at a predecessor firm of Pillsbury Winthrop Shaw Pittman.

Skadden, Arps, Slate, Meagher & Flom partners Jennifer Bensch and Phyllis Korff are advising underwriters led by Citigroup, Credit Suisse, and JPMorgan Chase on the Carlyle IPO. Legal fees related to the listing were not yet available, according to an SEC filing by the private equity firm.

International Lease Finance Corporation: Just before the Labor Day weekend, AIG announced that its aircraft finance unit, International Lease Finance (ILFC), would proceed with an IPO aimed at raising up to $1.8 billion as part of its parent's ongoing sale of noncore assets to raise capital.

Debevoise & Plimpton has been advising AIG on most of its asset divestitures, including the $2.16 billion sale of the company's Taiwan-based insurance unit earlier this year and the spin-off of its Hong Kong–based insurance arm last year through an IPO. Debevoise is currently advising AIG as selling stockholder in connection with the IPO by ILFC, according to an SEC filing by the company.

O'Melveny & Myers capital markets partner John-Paul Motley landed the role representing Los Angeles–based ILFC on the IPO. The company is one of the world's largest lessors of commercial aircraft through its contracts to lease Boeing and Airbus planes to major airlines worldwide.

Last month Debevoise advised ILFC on its $228 million acquisition of French plane parts manufacturer AeroTurbine. O'Melveny's past work for ILFC—it advised the company on a $4.4 billion notes offering last year—undoubtedly helped the firm land the latest IPO–related work. ILFC's general counsel is Margaret Epstein; the company's head of legal affairs is Vincent Drouillard.

Former Northwest Airlines president and CEO Douglas Steenland, a one-time senior partner at DLA Piper predecessor firm Verner, Liipfert, Bernhard, McPherson and Hand, will serve as chairman of ILFC's board. The company's chief marketing officer, Philip Scruggs, was once an attorney at Paul Hastings in Los Angeles.

Cahill Gordon & Reindel partners James Clark—known for handling Olympic TV rights negotiations on behalf of NBC—and William Miller are representing underwriters on the IPO led by Citigroup, JPMorgan, and Morgan Stanley. Legal fees related to the public listing are not yet available, according to an SEC filing.

Forum Energy Technologies: The Houston-based designer and manufacturer of oil and natural gas drilling equipment filed last week for an IPO that seeks to raise up to $300 million. Vinson & Elkins, which advised on a trio of notable energy transactions last month, is representing Forum Energy on its IPO through capital markets partner W. Matthew Strock.

Vinson has represented Houston-based private equity firm SCF Partners, the largest shareholder in Forum Energy, for more than a decade. James McCulloch serves as general counsel for Forum Energy. Franklin Myers, a member of the company's board, was once a partner at Fulbright & Jaworski.

Baker Botts corporate chair J. David Kirkland, Jr., and public offerings and securities partner Tull Florey are advising underwriters on the IPO led by JPMorgan. Legal fees related to the offering are not yet available, according to an SEC filing by Forum Energy.

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