$15 Million in Legal Fees on Visa IPO

White & Case and Latham advising credit card giant. Visa Inc. disclosed that it will pay $15 million in legal fees and expenses in connection with its anticipated initial public offering expected to take place this month.

White & Case partners Mark Mandel and S. Ward Atterbury are Visa’s lead outside counsel on the IPO, which the company says could net a U.S. record of up to $18.8 billion in stock sales. The San Francisco–based credit card company disclosed its legal fees in an amended registration statement filed with the Securities and Exchange Commission last week.

Both Visa and White & Case declined to comment, citing a quiet period before the IPO. Visa is paying more than four times the legal fees of its nearest competitor, MasterCard Inc., which held its own $2.39 billion IPO in May 2006. MasterCard, represented by Simpson Thacher & Bartlett, paid $3.5 million in counsel fees and expenses, according to its SEC registration statement. But the Visa tab is not unprecedented:

The Blackstone Group L.P. paid $15 million for its work on the private equity fund’s $4.13 billion IPO in 2007, according to an SEC filing. Simpson Thacher was Blackstone’s adviser.

White & Case counseled Visa on a complicated global restructuring that has preceded the IPO. The firm was hired by Visa International’s board of directors in June 2006 to advise on the mergers that consolidated Visa’s various international arms into a single company, Visa Inc. White & Case was tapped as counsel for the new company in September 2006.

Another firm with a piece of the IPO work is Latham & Watkins, which advised Visa on how to create a mechanism to address the company’s U.S. litigation liabilities. The first $3 billion from the offering will be placed in a special account to resolve antitrust and unfair-pricing claims brought by merchants.

White & Case won’t be the only professional firm profiting from the credit card company going public. Visa’s accountants at KPMG LLP stand to land $13 million, according to the SEC filing.

The underwriters—a crew of 14, including J.P. Morgan Securities Inc. and Goldman, Sachs & Co.—have tapped Davis Polk & Wardwell as lead counsel.

(Published by The American Lawyer March 13, 2008)