IFLR 1000
The Guide to the World's Leading Financial Law Firms

Skadden emerges once again as a firm with an outstanding bank lending practice. Clients uniformly acknowledge the intelligence, expertise, resourcefulness and dogged determination of partners they work with at the firm. The practice expanded its capacity by promoting Steven Messina to partner in April 2012.

A client states, "Among firms that provide service for syndicated bank deals, Skadden is one of our preferred providers. They provide excellent service, they're timely and they're very thorough. We send a lot of business to them. I don't have any criticisms except that they have a limited number of partners and sometimes get a little stretched."

Deals
Partner Stephanie Teicher represented Bank of America Merrill Lynch, RBS Securities and Morgan Stanley Senior Funding as joint lead arrangers of a $3.1 billion secured credit facility for telecommunications service provider Crown Castle. Proceeds from this three-part facility – a $1 billion senior secured revolving credit facility, a $500 million delayed-draw senior secured Term Loan A facility and a $1.6 billion senior secured Term Loan B facility – went toward financing of Crown Castle's acquisition of Wireless Capital Partners and NextG Networks. The deal closed in February 2012.

In November 2011, partner Seth Jacobson acted as counsel for JPMorgan Chase as administrative agent in an $800 million syndicated asset-based revolving credit facility for petroleum giant Sunoco.

In addition, in September 2011, partner K Kristine Dunn acted as counsel for Morgan Stanley as joint lead arranger of $305 million of senior secured credit facilities for ABRY Partners and Berkshire Partners. The two private equity firms sought financing arrangements to acquire The Telx Group.

Partner Sal Guerrera represented Credit Suisse and a lender steering committee including Oaktree Capital Management, Strategic Value Partners and Tennenbaum Capital Partners in relation to the recapitalisation of media and information firm Hanley-Wood. This deal involved allowing existing lenders to exchange $392.4 million of debt for 98% equity in the re-organised firm along with an $80 million term loan, giving existing equity holders the remaining 2% in the new incarnation of the firm, and, finally, a $35 million rights offering to pay off Hanley-Wood's remaining debt. All these financial arrangements were complete as of January 2012.

Under the direction of practice head William Sweet Jr, Skadden's financial services regulatory practice continues to demonstrate fluency with the laws at issue in enforcement actions as well as in the less sensational but more pervasive compliance matters.

Clients have specific praise for partner Bill Sweet: "One of the widest-ranging regulatory strategists and thinkers around," say one. "He has credibility in the industry and with the regulators, and he is known as a top-notch lawyer and an absolute straight shooter."

Deals
A few of the cases the firm has taken on recently have a dramatic edge to them. A team comprised of David Zornow, Steven Glaser and Peter Krupp represented Anthony "Buddy" Piszel, the former CFO of Freddie Mac, who was facing securities fraud charges filed by the SEC. As a result of the Skadden attorneys' presentation before the SEC's Director of Enforcement, the commission reached a decision in December 2011 not to pursue the case against him. Also on the enforcement front, partners Anand Raman and Joseph Barloon represented Bank of America in relation to the Illinois Attorney General's multi-year investigation into Countrywide Home Mortgage's lending practices.

On the non-contentious side, in M&A linked work, a team consisting of practice head William Sweet Jr, David Ingles and Brian Christiansen advised BNP Paribas in relation to the sale of its oil and gas lending business in Canada and the US to Wells Fargo for $9.5 billion. Sweet is acting as counsel to CITIC Securities on the regulatory components of its proposed acquisition of a 19.9% stake in Hong Kong-based CLSA and Crédit Agricole Cheuvreux from Crédit Agricole for $374 million. Skadden characterises this transaction as the first occasion where a leading Chinese securities firm has made a deal to acquire a significant stake in an international brokerage firm. As Citigroup has sought to streamline its operations, Sweet and Christiansen worked on getting regulatory approval to merge its two principal banking subsidiaries, which engaged in commercial and credit card banking respectively. The end result of this re-organisation, completed in July 2011, is a unified national bank with assets of more than $1.1 trillion.

Skadden is consistently at the top of the market when it comes to value, with Bloomberg's year-end rankings for 2011 placing it first in M&A judging by dollar value of deals. New York-based partners Stephen Arcano and Howard Ellin oversee a practice that continually earns respect and praise throughout the industry for the versatility of its work, which covers friendly and unsolicited takeover bids with equal finesse.

Deals
Skadden announced in July 2012 that it would be representing Human Genome Sciences in its $3.6 billion acquisition by GlaxoSmithKline. Only a week before the HGS/Glaxo announcement, the firm made public that it would be providing counsel to managed care company AmeriGroup Corporation in its $4.9 billion acquisition by WellPoint.

Many of Skadden's other deals over the past year and a half bear out its expertise in deals with a strong technical and/or life sciences component. In June 2011 Margaret Brown represented EMC Corporation in its $4.5 billion acquisition (along with other technology companies) of a patent portfolio from Canada-based Nortel Networks. Howard Ellin and partners Lou Kling and Allison Schneirov meanwhile advised digital technology firm NDS Group on its sale to Cisco Systems for roughly $5 billion. In October 2011, partners Michael Gisser and Rick Madden represented Joltid, a company investing in Skype Global, in relation to Microsoft's $8.5 billion acquisition of Skype.

In November 2011 partners Charles Mulaney Jr and Shilpi Gupta represented medical device maker Kinetic Concepts in the biggest LBO since the financial crisis – its $6.3 billion acquisition by a group of private equity firms led by UK-based Apax Partners.

Partner Jonathan Ko represented Westfield America, a subsidiary of Australia-based Westfield Group, in the enactment of a $4.8 billion joint venture with Canada Pension Plan Investment Board. The joint venture involves 12 Westfield shopping centres at locations throughout the US.

Skadden's lawyers have proven themselves as clever and adept at helping clients respond to unsolicited takeover bids as at advising on consensual mergers. Partners Eileen Nugent and Neil Stronski represented Cephalon when that company faced an unanticipated hostile $5.7 billion takeover bid from Valeant Pharmaceuticalsand a consent solicitation to replace the directors of Cephalon with people selected by Valeant. Skadden's lawyers not only successfully defended Cephalon against Valeant's moves, but after exploring a number of possibilities within the industry, quickly negotiated the company's $6.8 billion sale to Teva in October 2011.

Skadden has positioned itself as one of the go-to shops for private equity sponsors looking to undertake major transactions. The practice has been handling deals for clients including The Blackstone Group, Oaktree Capital Management, Apax Partners, Brera Capital Partners, JLL Partners, ArcLight Capital Partners and Norwest Equity Partners.

A client states, "We mainly use two firms for virtually all our transactions, and Skadden is one of the two. Jeff Cohen is one of the lead people I've gone to since he became a partner. Jeff is very smart and understands the law, he has a very good negotiating style, he doesn't pound the table, he's calm and fair and comes up with the best argument. I think he's a highly persuasive, capable negotiator."

The client did add the firm's fees in their opinion were relatively high but also pointed out "They're strong from the point of view of efficiency."

Deals
Partners Lou Kling, Allison Schneirov and Howard Ellin are representing New Corporation and associates of private equity fund Permira in the $5 billion sale of New Corporation's video software and digital technology provider NDS Group to Cisco Systems, a deal in March 2012.

Schneirov also represented The Blackstone Group in the $1 billion sale of its 50% share in the Universal Orlando Theme Parks to NBC Universal Media. The deal is the culmination of a long-running representation of Blackstone in relation to this investment, beginning with Blackstone's purchase of a $275 million interest in Universal Orlando in 2000.

Schneirov and the firm's partner-in-charge in Palo Alto, Kenton King, acted as counsel to Permira Advisers in its acquisition of educational software firm Renaissance Learning for $455 million, in a deal closing in October 2011. The firm characterises this deal as unique in the sense that the target company's controlling shareholders consented to a lower share price from Permira than they would have gotten if they had agreed to the offer from a different portfolio company, Plato Learning.

Partner Rick Madden represented The Gores Group in its $791 million acquisition of auto service and retail parts company Pep Boys, in a deal with a total enterprise value of roughly $1 billion. This deal was announced in January 2012.

Meanwhile Kling and partners Eileen Nugent and Michael Civale represented private equity firm Trimaran Capital Partners in its $340 million sale of Steel Wheels Acquisition Corporation to Japan-based Sumimoto Metals Industries and Sumimoto Corporation, a deal closing in September 2011. The firm characterises this deal as posing antitrust concerns that required a highly creative structuring of closing conditions. The deal came on the heels of Skadden's successful representation of Trimaran in its acquisition of Steel Wheels in 2006.

Finally Nugent and partner Kenneth Wolff represented Norwest Equity Partners in its sale of PeopleNet, a company providing communication systems to fleet operators, to Trimble Navigation Limited for an undisclosed amount, a deal closing in August 2011.

Skadden's energy and infrastructure practice continues to thrive and handle some of the biggest project finance transactions under the leadership of partners Harold Moore in New York and Martin Klepper in Washington. The firm expanded its transactional range by electing Tatiana Monastyrskaya to the status of partner in April 2012.

Deals
Partners Harold Moore and Julia Czarniak represented RBS and other senior lenders in financing arrangements for the $10.4 billion Barzan Gasfield Development Project in Qatar. This project, a joint venture between Exxon Mobil and Qatar Petroleum, has an expected output of roughly 1.5 billion cubic feet per day of gas sales and Skadden characterises the deal as the single largest project financing in 2011, as well as Qatar's biggest financing project to date. When the deal closed in December 2011, international interest in and support for the project ran so high that its debt facilities were greatly oversubscribed.

Renewable projects, particularly related to solar power have kept the firm busy this year and Czarniak and practice co-head Martin Klepper also represented Bank of America Merrill Lynch in relation to a $1.4 billion loan from the US Department of Energy to finance Project Amp, which the firm characterises as the world's largest distributed rooftop solar generation project. Czarniak and Klepper represented the same client in its financing of SolarCity's SolarStrong Project, which involves building more than $1 billion in solar power installations for privatised US housing communities worldwide, and constitutes the single biggest residential solarproject in US history.

Klepper and partner Lance Brasher represented First Solar in connection with a series of transformative deals, including a $1.741 billion financing of the 550-megawatt Desert Sunlight photovoltaic project and the sale of the project to affiliates of NextEra Energy Resources and GE Energy Financial Services among other investors. The project, the operational Desert Sunlight, will be the largest of its kind in the world.

The restructuring team at Skadden Arps Slate Meagher & Flom has led the way on restructurings as impressive for their variety as for their size and scale over the past year. The lawyers balance an aggressive approach to taking on and executing deals with a personable demeanour repeatedly noted by clients.

A client comments, "I've worked with Skadden quite a bit, and they are easily one of the best firms out there. They're a great company side advisor, they have very smart people, they're very practical, and very user friendly."

"I love working with Skadden lawyers. They're always smart, they're always organised, they're always creative. They bring us into more deals more often," states a client at a private equity shop. "I don't think anybody feels that corporate lawyers are reasonable, price-wise, but within this context, they're reasonable," the same client adds.

An executive at a leading global investment bank says, "We have a very good relationship, and I refer business to them whenever I can. I know that I will never embarrass myself or my firm by suggesting that people hire Skadden."

Deals
One of the largest deals in the last year saw Skadden'steam of Ken Ziman, Gregory Milmoe, Eric Ivester and George Panagakis representing MF Global Holdings and MF Global Finance USA in their Chapter 11 filing, announced in October 2011. The deal was completed under the Special Administration Regime established after the Lehman crash

Skadden partners Jay Goffman and Mark McDermott also represented Centro Properties Group, a REIT listed on the Australian Stock Exchange, in its re-organisation with numerous cross-border components including the sale of its US business operations to Blackstone Group for $9.4 billion.

Goffman, Ivester and Mark Chehi paved the way for the cross-border restructuring of Travelport, an online travel service provider. This out-of-court restructuring involved putting together a backup pre-pack, in a manoeuvre that helped persuade lenders to agree to the issuance of $3.8 billion of debt from several international jurisdictions.

Ziman also helped media and IT company Hanley Wood avoid bankruptcy. Skadden's client in this matter was Credit Suisse, which acted as administrative agent alongside a lender steering committee including Oaktree Capital Management, Strategic Value Partners, and Tennenbaum Capital Partners. Under the final arrangement, Hanley slashed its long-term debt by $330 million.

Lawyers in Skadden's corporate finance group continue to receive acclaim and recognition throughout the industry for their expertise in IPOs, note offerings, bond issuances, re-financings and high-yield. The firm is also aggressively expanding the capabilities of its practice and two attorneys were recently promoted to partner status: Jonathan Ko in April 2011 and Dwight S Yoo in April 2012.

A client at a global corporation comments on the growth of Skadden over time and on its move away from the combative image it once had: "People know that Skadden nowadays is as good as Sullivan & Cromwell, Davis Polk, or Cravath. They've got a lot of lawyers in a lot of offices around the world and they don't have to prove that they're better. 20-30 years ago, the lawyers had to get aggressive to prove themselves in the course of a deal, but you really don't see that anymore."

A second client gives the following account: "Skadden did the bond issuance for us on a big acquisition. It was a UK-based deal, but the bond issuance was done out of New York. On the bond issuance, they were the best. I never felt like I had to educate the financial markets guys about what was going on in the deal. They already knew. No matter which partner you call at Skadden, they will all be up to speed. I really can't recommend them highly enough." The same client adds, "I have no criticisms other than the price – they're very expensive."

But a third client disagrees about the cost of using Skadden: "They're probably not as expensive as some of the other New York firms which are totally partner-centric. At Skadden, not everything is a partner decision, they're pretty good at watching your budget where appropriate."

Deals
Partners Phyllis Korff and David Goldschmidt are representing JPMorgan Securities, Credit Suisse Securities and Citigroup in the proposed IPO of common units of private equity leader The Carlyle Group, announced in September 2011.

Partner Richard Aftanas represented The Coca-Cola Company in a series of major transactions in 2011 and 2012. Following its roughly $13 billion acquisition of the North American bottling operations of Coca-Cola Enterprises, the company was under pressure to refinance indebtedness assumed as a result. In March 2012, Skadden advised in connection with the company's $2.75 billion offering of three tranches of notes: $1 billion of floating rate notes due 2014, $1 billion of 0.75% notes due 2015, and $750 million of 1.65% notes due 2018. The firm also advised the drinks manufacturer on its largest-ever debt offering, involving four tranches: a $1.25 billion offering of floating rate notes due 2012, a $1.25 billion offering of notes due 2013, a $1 billion offering of 1.5% notes due 2015 and a $1 billion offering of 3.15% notes due 2020.

The firm continues to do distinguished work on the high-yield side, with practice head Stacy Kanter representing real estate and relocation service provider Realogy in a Rule 144A/Reg S high-yield offering of senior secured notes. This transaction contained two tranches: a $593 million offering of 7.624% senior secured first lien notes due 2020, and a $325 million offering of 9% senior secured notes also due 2020. Kanter also represented Endo Pharmaceuticals Holdings in its $900 million Rule 144A/Reg S high-yield offering of senior notes in a pair of tranches: a $500 million offering of 7% senior notes due 2019 and a $400 million offering of 7.25% senior notes due 2022.

Skadden's structured finance group continues to demonstrate versatility, working on transactions and products ranging from fixed and floating rate notes to CLOs and CDOs to complex arrangements monetizing distressed credit market assets.

"Skadden did a huge deal for us, and they did excellent work, they showed a deep understanding of a complex area that's not commonly known. They were able to do the detailed stuff, but also see the big picture and spot things that weren't even on our radar," says a client.

Another states: "We've done many transactions with Skadden, both before the crisis and after. I'm extremely happy with them. They are always creative and always find a way through problems. I think David Midvidy is one of the better lawyers in the industry. With some of the other white shoe firms, there are egos, you can't challenge what the people who work for you say. You never get that with Skadden."

Deals
A team comprised of partner David Midvidy, counsels Donald Steelman, Elaine Ziff and associates Elizabeth Carr, Justin Herridge, Amy Lambert and Anthony Lupinacci represented Domino's Pizza in the issuance of $1.575 billion of fixed-rate senior secured term notes and the establishment of a $100 million floating-rate, revolving variable-funding note facility. In a similar deal Sonic Corp enlisted the help of Midvidy, Steelman and Ziff, along with associates Wen Wu and Robin Brem, on the issue of $500 million of fixed-rate senior secured term notes and the establishment of a $100 million floating rate revolving variable funding note facility. 3000 franchised drive-in restaurants provided cash flows to collateralise the fixed and floating rate notes. The deal closed in May 2011.

A team consisting of partners Richard Kadlick and David Ingles and associates Amy Lambert and Michael Lee represented private equity leader The Blackstone Group in a $600 million structured credit facility related to the client's acquiring of a controlling interest in auto finance company Exeter Finance. Banks involved with this credit facility, finalised in August 2011, include Wells Fargo, Deutsche Bank, Citibank, and Credit Suisse.

Partners James Stringfellow and W Kirk Wallace and counsels Miles Chatain, Mark Pezold, and Justin Herridge represented BlackRock Financial Management as investment manager and BMI CLO I Corp as issuer in a $408 CDO in June 2011.