Wilson Sonsini Rides High with Twitter, Other Tech IPOs
Less than a month after Twitter announced its intention to tap into the public markets, the social networking company officially detailed its plans Thursday for the upcoming initial public offering it hopes will raise $1 billion.
Wilson Sonsini Goodrich & Rosati is taking the lead role as Twitter’s outside counsel on the planned listing with a team led by corporate partners Steven Bochner, Katharine Martin, and Rezwan Pavri, according to sibling publication The Recorder and a copy of Twitter’s S-1 filing with the SEC.
As noted by The Am Law Daily last month, Twitter's announcement that it will go public comes less than two months after former general counsel Alexander Macgillivray stepped down to make way for deputy general counsel and Wilson Sonsini alum Vijaya Gadde as the company’s new in-house legal chief. Gadde and Twitter corporate counsel Sean Edgett are also advising Twitter on its going-public efforts, according to its S-1.
Davis Polk & Wardwell has also grabbed a piece of the high-profile matter, with corporate partner Alan Denenberg, who heads the firm’s Silicon Valley office, advising underwriters on the IPO led by Bank of America/Merrill Lynch, Deutsche Bank, Goldman Sachs, JPMorgan Chase, and Morgan Stanley. Legal fees related to the offering are not yet available.
In addition to being the year's hottest offering, the planned Twitter listing is the latest in a string of key capital markets roles Wilson Sonsini has scored on behalf of Silicon Valley–based clients.
Last month, corporate partners Aaron Alter and Jon Avina took the lead advising Milpitas, California–based cybersecurity software provider FireEye on its $303.6 million IPO. FireEye’s general counsel is Alexa King. Cooley corporate partners Eric Jensen and David Peinsipp advised underwriters led by Goldman, JPMorgan, and Morgan Stanley on the IPO, which according to the company's S-1 generated $1.2 million in legal fees and expenses.
Wilson Sonsini’s Bochner and partner Rachel Proffitt also advised Redwood City, California–based digital advertising firm Rocket Fuel—which hired JoAnn Covington as its general counsel and chief privacy officer last year—on an IPO in September that raised $116 million. (Proffitt, who made partner two years ago, was one of three partners behind the firm’s decision to open a collaborative workspace in San Francisco’s technology-centric SOMA district, according to VentureBeat.)
Fenwick & West, another Silicon Valley stalwart, represented underwriters led by Citigroup and Credit Suisse on the Rocket Fuel IPO. While the listing yielded nearly $2.5 million in legal fees and expenses, it also will reward Wilson Sonsini for being an early Rocket Fuel investor.
As noted by The Recorder, the company's S-1 states that Wilson Sonsini owned a total of less than .25 percent of the company’s outstanding common stock as of June 30 of this year. Based on the information contained in that filing, Wilson Sonsini would own roughly 71,000 Rocket Fuel shares—a stake worth about $2.1 million after the company went public by pricing at the top of its range at $29 per share. (A Wilson Sonsini spokesman did not respond to a request for comment on the matter.)
Twitter’s S-1, meanwhile, states that an investment fund associated with Wilson Sonsini owns 8,904 shares of convertible preferred stock in the company that will become 8,904 shares of common stock once the company's IPO is complete.
Wilson Sonsini, which also advised Internet search giant Google on its $4 billion IPO nearly a decade ago, has its own investment fund called WS Investments. Mario Rosati, who joined Wilson Sonsini as an associate in 1971 and made partner four years later, serves as the fund's managing partner. One of his firm bios describes WS Investments as “an investment partnership, composed of the Members of the firm and a trust for certain associates of the firm.”
Rosati did not respond to a request for comment about Wilson Sonsini’s strategy when it comes to investing in the emerging companies it frequently represents. Four years ago The Recorder took a look at the fund’s performance over the years and found that WS Investments received a big boost from Wilson Sonsini's early investment in Google, but didn't fare as well when it bought into such ill-fated ventures as Ingenus and Zelerate.