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Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Laura Kaufmann Belkhayat, Partner—Capital Markets

Laura Kaufmann Belkhayat represents corporate clients, private equity sponsors, REITs, and investment banks in a variety of capital markets transactions, including public and private offerings of equity and debt securities and initial public offerings, as well as acquisition finance, spinoff, and restructuring transactions.

Her experience includes advising on issuances of investment-grade and high-yield indebtedness for both issuers and underwriters. Ms. Kaufmann Belkhayat also counsels numerous REIT clients and underwriters of REIT securities in a wide variety of transactions. In addition, she advises on M&A-related matters, particularly private equity financings, strategic investments, and financial arrangements.

Ms. Kaufmann Belkhayat is a member of Skadden’s Partner Selection and Legal Opinions Committees. She completed her J.D. at Harvard Law School and received her B.S. from Duke University.

Describe your practice area and what it entails.

My practice involves a wide range of capital markets transactions, including public and private offerings of equity and debt securities and initial public offerings; minority and strategic investments; and acquisition finance, spinoff, and restructuring transactions.

What types of clients do you represent?

I advise a variety of clients, most notably corporations, private equity sponsors, REITs, and investment banks. They include household consumer names, financial institutions (both as underwriters and for their own capital raising), health care and real estate companies, and other public companies across many industries.

Specific examples include BlackRock, which I’ve represented in connection with numerous transactions, including secondary offerings of its common stock, offerings of senior notes, and equity exchanges. I advised Centene on its acquisition of Fidelis Care and Maple Parent Holdings, as well as Keurig Green Mountain on its acquisition of Dr Pepper Snapple Group. I also advised SL Green Realty in several financings, including offerings of senior notes, exchangeable notes, and common and preferred stock.

What types of cases/deals do you work on?

While my practice is fairly broad, I frequently work on debt transactions, either to raise capital for operations and manage client balance sheets or to fund major transactions. I also work on equity investments, often where a client seeks to make a strategic investment in a complementary or early-stage business. In addition, I work with sponsors on various aspects of their portfolio companies’ balance sheets, as well as on their exit transactions. Finally, I advise companies day to day on the terms of their existing securities, corporate governance, and SEC-reporting issues.

How did you choose this practice area?

I was a summer associate in Skadden’s New York and London offices. I initially thought that because of my science background, I would pursue intellectual property, but by taking on assignments that summer in multiple practices, I learned I really enjoyed the deal side and, in particular, capital markets. When I returned as an associate, I participated in the New York office’s corporate rotation program, which solidified my interest in capital markets work. From the start, I enjoyed the variety of work and the broad base of clients. You get to really learn about companies and what they do, their strategy, and their markets.

What is a typical day like and/or what are some common tasks you perform?

Much of my time is spent in an advisory role for my clients—helping them with transactions they want to accomplish, evaluating their goals against their existing capital structure, and analyzing the flexibility they have to do the transactions they would like to complete. I lead teams that then execute the financings the clients choose. I also spend a big part of each day answering questions on governance, compliance, and reporting and working with other practices at Skadden to advise our clients on other related issues.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

A finance education isn’t required for the job. I studied molecular biology before going to law school. I was exposed to some of the basics of corporate law during law school, and my training as a summer and junior associate covered securities and market fundamentals. However, capital markets really is a “learn-on-the-job” practice. I have found that the science-related skills—such as taking a quantitative, analytical, and logical approach—have played a big part in my professional development and helped me provide value at different stages of my career. For those considering going into capital markets, any coursework or exposure to financial statements—less with a focus on accounting principles and more about what they actually mean—is helpful. Securities regulation and M&A seminars and clinics also are helpful because they provide exposure to major considerations in deals.

What do you like best about your practice area?

I enjoy the variety of what we do here at Skadden. I represent banks, sponsors, private equity firms, established companies, and startups in every industry and at almost every stage of capital formation in a wide range of transactions. I work with clients for many years and really get to know their businesses, which vary across industries, and often advise them on different transactions. I might, for example, handle a securities offering for acquisition financing—which could be debt or equity or both—then a tender offer, and then a minority investment for the same client.

What is unique about your practice area at your firm?

Skadden’s Capital Markets practice is unique because of its breadth. Our practices don’t function in silos, either by industry or transaction type. Some firms focus on industry verticals. Others may have different teams for debt and equity or only work on particular types of transactions. Skadden’s Capital Markets practice covers the whole spectrum. We also work with both issuers and underwriters, which is a real asset to our clients because we understand the issues and what is critical to both sides of a transaction, which helps us to take a commercial and constructive approach to matters.

How do you see this practice area evolving in the future?

Unlike other corporate practices, ours is evolving as the model for utilizing the markets shifts. The idea of if, how, or when to go public is changing, particularly as the market reacts to entrants with high valuations or disruptive business models. Pursuing an IPO has always only been one of a variety of monetization strategies, for example, but we saw with some of the direct listings that companies may seek to enter the market without immediately raising capital. The high number of SPAC (special purpose acquisition company) offerings also leads effectively to a new path into the market, as the SPACs that are out there are implementing the second phase of the SPAC strategy and acquiring targets. So the ways in which a company may become public have been changing, and we have to give more thought to those possibilities earlier on in the capital-formation process.

What are some typical career paths for lawyers in this practice area?

Because of the breadth of our practice at Skadden, our associates take a number of different career paths. The work they do provides the necessary growth in practice and skill set to make partner, go in-house at a bank, or to move to a corporate in-house position in a private or public company. An interesting opportunity that has come up for some of our associates is to go to a company that is getting ready or intends to go public because they can provide a lot of value to the management team as they prepare to transition to a listing and grow with that company during a period of transformation for them.


Published in 2020.