Davis Polk & Wardwell top legal counsel to underwriters of convertible bonds for year to date

By Rebecca Melvin

New York, Sept. 6 - International law firm Davis Polk & Wardwell LLP remained on top of the legal league tables as the most active legal counsel to underwriters of convertible bonds for the year to date through August, accounting for 24% of total volume under its guidance, or $3.11 billion in 12 deals, according to data compiled by Prospect News.

Latham & Watkins LLP remained the No. 2 counsel, with the global law firm accounting for $1.6 billion of issuance in seven deals, for 12% of the total.

Sullivan & Cromwell LLP leaped onto the underwriter's counsel chart with two deals, accounting for 10% of the total, or $1.35 billion.

Simpson Thacher & Bartlett LLP slipped to fourth from third slot in the rankings, with $1.34 billion in issuance in four deals, or 9% of the total, and Cleary Gottlieb Steen & Hamilton LLP ranked fifth, with $1.17 million in convertibles issuance under its guidance.

As for legal counsel to issuers of convertible debt, Wachtell Lipton Rosen & Katz was No. 1 with $1.1 billion in new issuance in one deal for 8.5% of total volume.

A close second was international law firm Sullivan & Cromwell LLP, which provided legal counsel to issuers of $1.1 billion of convertibles in two deals for 8.3% of the total.

Eight percent of issuers used in-house legal counsel, which accounted for $1.04 billion in issuance in three deals for the year to date through August.

K&L Gates LLP was the fourth-ranking legal counsel to issuers for the year to date with $785 million of issuance, or 6.1% of total volume of issuance under its guidance.

Wyrick Robbins Yates & Ponton LLP was fifth, with $690 million of issuance for 5.3%.

Details on the legal counsel of all new issues weren't available to Prospect News. Total issuance for the year to date is $12.93 billion in 46 deals, which is down from $22.77 billion in 72 deals for the same period of 2011.

U.S. market, year to date

2011 Comparables

	Underwriter's counsel	Amount	No.	Share	Rank	Amount	No.	Share
1	Davis Polk & Wardwell LLP	3.114	12	24.09%	2	4.551	21	19.98%
2	Latham & Watkins LLP	1.598	7	12.36%	5	2.077	7	9.12%
3	Sullivan & Cromwell LLP	1.350	2	10.44%	9	0.350	1	1.54%
4	Simpson Thacher & Bartlett LLP	1.335	4	10.33%	4	2.256	9	9.91%
5	Cleary Gottlieb Steen & Hamilton LLP	1.165	3	9.01%	6	1.981	4	8.70%
6	Fried Frank Harris Shriver & Jacobson LLP	0.862	2	6.67%	7	0.859	5	3.77%
7	Hunton & Williams LLP	0.644	2	4.98%
8	Cravath Swaine & Moore LLP	0.483	2	3.74%	13	0.155	1	0.68%
9	Vinson & Elkins LLP	0.350	2	2.71%
10	Morrison & Foerster LLP	0.200	1	1.55%
	Total	12.925	46	22.773	72
U.S. market, year to date
					2011 Comparables
	Issuer's counsel	Amount	No.	Share	Rank	Amount	No.	Share
1	Wachtell Lipton Rosen & Katz	1.100	1	8.51%
2	Sullivan & Cromwell LLP	1.069	2	8.27%	11	0.613	2.000	2.69%
3	In house	1.043	3	8.07%
4	K&L Gates LLP	0.785	2	6.07%
5	Cooley LLP	0.694	4	5.37%	28	0.120	1	0.53%
6	Wyrick Robbins Yates & Ponton LLP	0.690	1	5.34%
7	Wilson Sonsini Goodrich & Rosati	0.632	2	4.89%	7	0.765	3	3.36%
8	Hogan Lovells US LLP	0.520	2	4.02%
9	Latham & Watkins LLP	0.500	1	3.87%	5	0.999	5	4.39%
10	Jones Day	0.414	1	3.20%	3	1.957	5	8.59%
	Total	12.925	46	22.773	72
Prospect News Convertibles Counsel Rankings

Criteria

• The tables include all underwritten dollar-denominated offerings sold in the United States as public or Rule 144A deals reported to Prospect News.

• Offerings are included in the time period in which they price.

• Amounts are based on the total sales price (face amount multiplied by the offering price). The full amount is credited to the issuer's counsel or underwriter's counsel.

• Each tranche is counted as a separate deal.

• Bonds are included that convert into the issuer's or another company's stock or the cash equivalent; bonds that convert into other bonds are excluded.

• Structured products are excluded.

• Preferred issues are included using the same criteria as for bonds.

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