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.
In August, Wilson Sonsini corporate partner Mark Fitzgerald handled the $117.6 million IPO for McLean, Virginia–based advertising technology company Cvent, whose cofounder and current executive vice president of sales and marketing is Charles Ghoorah, a former associate at a predecessor firm of Wilmer Cutler Pickering Hale and Dorr. Lawrence Samuelson serves as Cvent’s general counsel.
Cvent’s IPO generated $1 million in legal fees and expenses, according to an SEC filing that also notes Davis Polk capital markets cohead Richard Truesdell Jr.'s role advising underwriters led by Goldman and Morgan Stanley.
Davis Polk and Wilson Sonsini teamed up two years ago to advise on a $235 million IPO for Internet radio company Pandora Media, according to our previous reports. A team of lawyers from Davis Polk’s Silicon Valley office also advised Pandora last month on a $523 million follow-on stock offering as the Oakland-based company considers potential acquisitions. (Hedge fund Lone Pine Capital took a 5.3 percent stake in Pandora on Friday.)
Wilson Sonsini also handled LinkedIn’s $353 million IPO in 2011, and the firm reprised that role last month for the Mountain View, California–based business networking company's $1.2 billion stock sale.
While some observers fear that a prolonged U.S. government shutdown could dampen the sizzling IPO market, the effect on new listings sparked by the Jumpstart Our Business Startups Act of 2012, which The Am Law Daily reported on earlier this year, and potential addendums to that legislation have others hoping the opposite occurs.
So far, there is little sign that the IPO flow is in danger of slowing.
The Empire State Realty Trust—a real estate investment trust whose properties include the world-famous Empire State Building—raised $930 million in an IPO this week that generated a whopping $33 million in legal fees.
On the horizon are another real estate–related IPO, the one for national commercial real estate brokerage Marcus & Millichap. The company filed papers last month for a planned $104 million listing, retaining Orrick, Herrington & Sutcliffe corporate and capital markets partners John Seegal and Brett Cooper to advise on the offering, according to a copy of the company’s S-1.
Robert Kennis serves as managing director and general counsel of Calabasas, California–based Marcus & Millichap. Latham & Watkins public company practice cochair Steven Stokdyk is advising underwriters led by Citigroup and Goldman. Legal fees related to the future float are not yet available.
Global food and concession provider Aramark Holdings also filed an S-1 in September in which it hopes to raise more than $700 million through an IPO set for later this year. Simpson Thacher & Bartlett corporate partner Joseph Kaufman is advising the Philadelphia-based company, whose general counsel is Stephen Reynolds. A buyout group took Aramark private six years ago in an $8.3 billion deal.
Cahill Gordon & Reindel corporate partners Daniel Zubkoff, Douglas Horowitz, and Timothy Howell are representing underwriters led by Credit Suisse, Goldman, JPMorgan, and Morgan Stanley. Legal fees related to the IPO by Aramark are not yet available, although the company’s S-1 states that it paid $42,000 in legal fees for Goldman in connection with a tender offer earlier this year.
Also poised to plunge into the public markets is London-based King, a social gaming company behind the Candy Crush Saga, which is ridiculously popular on Facebook and has gone the Twitter route with a so-far secret filing for a future U.S. IPO. Robert Miller is King's chief legal officer, having moved into the post earlier this year after Marcus Whalen stepped down to launch his own legal consultancy.
Some of the other notable IPOs coming to market recently and their counsel of record include:
Burlington Holdings: It seems like only yesterday that our mother marched us to the mall for winter coat shopping at the nearest Burlington Coat Factory. We're buying our coats elsewhere these days, but the company’s Burlington, Vermont–based parent has raised $226.1 million via an IPO.
Kirkland & Ellis corporate partners Joshua Korff and Christopher Kitchen are advising Burlington Holdings on the offering, which has yielded $1.5 million in legal fees and expenses. The company’s S-1 filing states that an “investment partnership composed of [Kirkland] partners” as an “indirect equity interest” in Burlington.
Cahill executive committee member James Clark and corporate partner Corey Wright are representing underwriters on the IPO led by BoA/Merrill Lynch, Goldman, JPMorgan, Morgan Stanley, and Wells Fargo Securities. Burlington’s general counsel is Paul Tang.
Potbelly: The ongoing debate roiling the The Am Law Daily's offices over the alleged deliciousness of Potbelly sandwiches notwithstanding, the Chicago-based sandwich chain has retained Mayer Brown corporate partners Edward Best and Jennifer Carlson for an IPO that raised $105 million on Friday.
Matthew Revord, a former Sears in-house lawyer, serves as Potbelly's general counsel. The company's offering has yielded $1.4 million in legal fees and expenses. Underwriters led by BoA/Merrill Lynch and Goldman are being advised by Sidley Austin corporate partners John Sabl and Robert Verigan, who will have $25,000 of their accrued fees reimbursed by Potbelly, according to its S-1.
Re/Max Holdings: The Denver-based residential real estate brokerage ditched 40 years of private ownership and joined fellow real estate companies Realogy, Trulia, and Zillow by heading to the public markets and raising $220 million in an IPO this week. David Strong, managing partner of Morrison & Foerster’s Denver office, is advising Re/Max Holdings along with corporate partners Gavin Grover and John Rafferty.
Davis Polk senior capital markets partner Deanna Kirkpatrick is advising underwriters led by BoA/Merrill Lynch, JPMorgan, and Morgan Stanley. Legal fees related to the IPO are $4.36 million, according to an S-1 filed by Re/Max, whose chief legal and compliance officer is Geoffrey Lewis.