The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Stelios G. Saffos, Global Vice Chair of Latham’s capital markets and public company representation practices and Global Chair of its hybrid capital practice, advises many of the world’s leading private equity sponsors, asset managers, financial institutions, and companies on investments and financings at all levels of the corporate structure from initial public offerings (IPOs) and traditional loan and bond structures to complex structured equity and mezzanine financings. Stelios provides clients a sophisticated understanding of what is at market, drawing on diverse financing experience and deep relationships with global investment banks, private equity funds, venture capital funds, direct lenders and alternative capital providers, and innovative companies, including high-growth and disruptive entities in the technology, consumer, retail, and healthcare sectors.
Claire Solimine is an associate in the New York office of Latham & Watkins and advises corporate, private equity, and banking clients on complex capital markets transactions including private credit solutions, such as preferred equity and other holding company (holdco) financings; equity-linked securities offerings, such as convertible notes; acquisition financings; secured and unsecured high-yield debt offerings; IPOs; follow-on and secondary equity offerings; and debt exchange and other liability management transactions. Claire negotiates and devises creative solutions for clients’ sophisticated and complex transactions from early stages of negotiation to deal execution.
Describe your practice area and what it entails.
Claire: In capital markets, I represent investment banks and companies, and in the hybrid capital space, I represent a wide variety of investors, including private equity and credit funds seeking to support companies in capital raises using a variety of different securities, instruments, and products in bespoke transactions.
Stelios: My practice encompasses traditional capital markets transactions on both the debt and equity side and a broad scope of private capital, including hybrid capital instruments. I work up and down the capital structure from IPOs and traditional loan and bond structures to complex structured equity and mezzanine financings. My experience spans industries with a particular focus on retail and consumer products.
What types of clients do you represent?
Claire: We represent the biggest investment banks in the world, private equity firms, private credit funds, mezzanine funds, structured equity funds, you name it. If funds are investing, we can be a part of their transactions. We also represent companies in their financing journeys and advise them on what will be most beneficial for them in terms of the securities, instruments, etc., that they may want to issue.
Stelios: I have a broad practice advising private equity sponsors, asset managers, financial institutions, and companies on investments and financings at all levels of the corporate structure. I’ve been fortunate to work with leading brands like Manchester United, Oatly, and Warby Parker throughout their company life cycle. I’ve helped build Latham’s market-leading team that focuses on representing nontraditional financing sources. We represent all of the leading direct-lending firms and other alternative capital providers, including HPS Investment Partners, Carlyle Global Credit, Goldman Sachs Asset Management, Neuberger Berman, Oak Hill Advisors, Apollo, Ares Capital, and Crescent Capital.
What types of cases/deals do you work on?
Claire: In recent years, I have focused heavily on hybrid capital, working on numerous financings such as debt-like preferred equity, holdco debt/preferred equity, convertible preferred equity, and equity kickers (e.g., warrants and common equity co-investments). Since Latham embraces associates with a well-rounded practice, I also maintain a focus on more traditional equity-linked products (e.g., public convertible debt) and high-yield debt. I even dabble in IPOs.
Stelios: On the hybrid capital side, I work on everything from senior unitranche lending to the more-junior pieces of the capital structure. As the private capital markets have grown exponentially, the funds we represent and the size of the transactions have become bigger. The scope of what asset managers are willing to invest in, and the instruments they’re willing to invest in, continues to broaden. My traditional capital markets work includes high-yield and investment-grade debt and converts and, on the equity side, IPOs, secondaries, and follow-ons with a mix of both company and underwriter-side representations.
How did you choose this practice area?
Claire: My designated mentor when I was a summer associate involved me in just about everything and made me feel like part of the team. When I returned as a first year, I did basically all capital markets deals from day one, and as they say, the rest is history. Over the past few years, my focus turned to hybrid capital in the early stages of the practice group’s development. I saw an opportunity to contribute where there was a need for associates to really start learning and absorbing hybrid capital transactions, and as demand grew, so did my involvement. I like to think of myself as one of the “original” hybrid capital associates.
Stelios: When I first began my legal career as a summer associate, I primarily worked on project finance, M&A, and capital markets transactions and gravitated toward the latter as a practice area with a clear path for growth and opportunities to lead. Shortly after I returned as a first-year associate, the effects of the 2008 financial crisis took hold. During this time, I studied a range of products so I would be prepared when the market rebounded. When the market returned, I worked on many high-yield deals and became involved in the firm’s early work advising on company-side IPOs and private capital transactions. My experiences on those deals provided a balanced perspective on the overall market that still proves tremendously valuable to clients, whether I’m advising a company pre-IPO, through the IPO process, or as a public company.
What is a “typical” day like and/or what are some common tasks you perform?
Claire: Just like the diversity of the work itself in hybrid capital, every day is different. As a senior associate, you manage the transaction process from top to bottom (especially as other associates are learning the process, documentation, and other aspects of the practice). I spend a lot of time in the documents themselves, preparing issues lists, discussing key points with clients, and engaging with opposing counsel on a path forward that works for both their client and ours.
Stelios: Our work is dynamic and multifaceted as we assist clients in raising billions of dollars through various capital markets products. A typical day involves providing strategic counsel to clients on finance and securities matters. This requires us to continuously evaluate current market conditions, anticipate future trends, and adapt our strategies as needed. It also entails collaborating with various teams within the firm, such as our world-class banking, private credit, and M&A groups, to manage complex transactions and investments. This collaboration highlights the increasing complexity of our practice and the need for seamless integration across different areas of expertise. As a Global Chair, my leadership responsibilities involve fostering an entrepreneurial spirit to drive continued success and growth and providing mentorship to the emerging talent on my team.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Claire: I enjoy the training that Latham provides from a corporate, capital markets, and hybrid capital perspective. The sessions are always informative, and the panelists/speakers have great anecdotes and stories. I still attend them and always learn something new. In terms of experience, the best thing to do is give the work a shot—get involved in reviewing documents and familiarize yourself with the common pieces. Drinking from the fire hose may seem scary, but there is no better way to learn, and at least in my experience at Latham, people are always willing to help and discuss documents, negotiating tactics, and issues lists—anything.
Stelios: Read the documents, take notes, and ask questions. This practice requires a lot of work, but that work is not substantively impossible to figure out. Sometimes, incoming associates find it tempting to just address the comments on a document review, but that’s not much more than word processing. Reading a document cover to cover gives you a much better sense of what our clients ask of us and will amp up your education of the unique contours of these types of transactions that often go uncovered in law school. Taking the time to really think about what you’re working on and to get a better perspective on what you’re doing will really pay off.
What is the most challenging aspect of practicing in this area?
Claire: In this practice area, you’ll encounter unique and bespoke terms and will be asked to execute on items that may not have a perfect precedent. You must become comfortable with knowing you won’t get everything right out of the gate. The more you practice, the more comfortable you get with discomfort and turning to your team for help in determining the right approach. The uncertainty poses a challenge, but it also means you’re never bored and are constantly learning new things from the lawyers leading a transaction.
What do you like best about your practice area?
Stelios: I used to say I most enjoyed the client interactions and helping them achieve a great result, but I’ve increasingly come to enjoy the team building: helping get people to the next level of their career, whether it’s first-year associate to first- or fifth-year partner. This matches the firm’s strategy of investing in the practices that keep us on an unstoppable trajectory. Hybrid capital is one of those practices, and since we’ve been given the freedom to run with our vision to become a market leader in this space, I enjoy figuring out how to build on that momentum with the talent we have in the practice area.
What are some typical tasks that a junior lawyer would perform in this practice area?
Claire: Junior associates can pick up valuable knowledge of key processes early by working on ancillary documents. Because our practice spans the capital structure and no two deals are alike, there’s always something pressing to take a first pass on. We like to foster hands-on experience, where junior associates can read through and understand the various pieces of a deal.
How important is teamwork in the Securities/Capital Markets work that you do?
Stelios: It’s the entire ball game. We require teamwork to deliver the advice to clients that they expect from a firm that has our league tables, stats, deal sheet, resume, and global platform. A strong team empowers us to synthesize and leverage the knowledge we gain from the deals that we do. If we’re not communicating day-to-day and approaching matters as a collective unit, we can’t deliver any of the benefits of the scale of our firm to our clients. Our practice is not about how great any one lawyer is; it’s about the institution and how you provide value to clients through the firm’s many capabilities across practice areas.