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Consumer & Retail Group Consumer & Retail Group aving worked on many of the landmark transactions that have redefi ned Hthe consumer and retail industry over the past several decades, the Sullivan & Cromwell Consumer & Retail Group offers clients comprehensive legal expertise paired with a practical understanding of today’s commercial realities. With a multidisciplinary and integrated global practice, we provide our consumer and retail clients with relevant transactional advice and litigation expertise that is crucial to the successful execution and consummation of deals and the resolution of disputes. As the following pages demonstrate, Sullivan & Cromwell’s Consumer & Retail Group has had the privilege of working on a number of the most signifi cant transactions and litigation matters in the consumer and retail industry. We are grateful that our clients have trusted us with their groundbreaking transactions. We look forward to working with existing and new clients and bringing to bear our industry expertise and experience in what promises to be another exciting year as companies continue to re-position themselves strategically in an ever-evolving industry. Audra Cohen Co-head of the Consumer & Retail Group 1 Selected Capabilities of S&C’s Consumer & Retail Group Creative Transaction Structuring Thoughtful Approaches to Employee Arrangements Joint ventures, collaboration agreements and strategic alliances Executive change in control arrangements Earn-outs, contingent value rights, 409A and 280G issues hold-backs and escrow arrangements Implementing retention arrangements Balance-sheet-based and earnings-based WARN purchase price adjustments Works council notifi cations Intellectual property licensing Estate planning with transaction proceeds Strategic Approach to Antitrust and Competition Law Issues Sophisticated Tax Planning Proactive analysis of potential issues Spin-offs, split-offs and reverse Morris trusts Unwavering focus on timing and Structuring to use off-shore cash for certainty implications U.S. acquisitions Creative, economically-rational solutions Corporate inversion transactions NOL preservation strategies Critical Compliance and Investigation Matters Implementation of global transfer FCPA pricing policies AML REIT planning Strong Cross-Border Capabilities Corporate Governance, Takeover Defense and Responses to Activists Reconciling U.S. and non-U.S. securities law requirements for M&A and capital markets Takeover and activism preparedness transactions Poison pills Multi-jurisdictional contract enforcement Proxy contests and dispute resolution arrangements Negotiation/resolution of activist campaigns Addressing political risks State-of-the-Art Leveraged Finance Practice Cost Effective and Effi cient Transaction Management Structuring high yield debt fi nancing Unerring client focus Addressing fi nancing risks Budgeting and expense management Lean staffi ng and rigorous team management Leveraging low cost due diligence providers 3 Timeline of S&C’s Headline Transactions (2012-2015) Joe’s Jeans S&C client Peter Kim, a holder ecently, S&C has advised on several major consumer and retail M&A transactions. of Joe’s Jeans’ outstanding R Alibaba Group Holding convertible notes and the CEO S&C client Suning of its wholly owned subsidiary Commerce Group (China) Hudson Clothing, in connection Green Acres Mall Anheuser-Busch InBev Apollo Tyres Anheuser-Busch InBev Express C&S Wholesale Grocers Kraft Foods Group announces Alibaba Group with Joe’s Jeans’ sale of the S&C client Vornado S&C client Anheuser- S&C client Apollo Tyres S&C client Anheuser- S&C client Express S&C client C&S S&C client Kraft Holding’s (China) $4.63 Joe’s® brand and operating Realty Trust (U.S.) Busch InBev (Belgium) (India) announces its Busch InBev (Belgium) (U.S.) and the Wholesale Grocers Foods Group (U.S.) billion investment for a assets for $80 million to completes its $500 announces its proposed $2.5 billion announces its $5.8 Special Committee (U.S.) announces its completes its 19.99% stake in Suning Sequential Brands and Global million sale of the Green $20.1 billion acquisition acquisition of Cooper Tire billion re-acquisition of its board, acquisition of the $55 billion merger and Suning’s concurrent Brands and Joe’s Jeans’ Acres Mall in Valley of the remaining stake & Rubber Company (U.S.) of Oriental Brewery announce Sycamore wholesale distribution with H.J. Heinz investment of up to $2.28 subsequent merger of the Stream, Long Island to it didn’t already own (later terminated) (South Korea) from KKR Partners’ (U.S.) and supply business Company (U.S.) to billion to subscribe for up remaining Hudson business The Macerich Company in Grupo Modelo (Mexico) (U.S.) and Affi nity Equity interest in acquiring of The Grocers Supply create The Kraft to 27.8 million newly issued with the parent company of (U.S.) Partners (South Korea) Express Company (U.S.) Heinz Company ordinary shares of Alibaba Robert Graham (U.S.) JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT 2013 2014 2015 American Greetings Dole Food Empire Company Bayer The Priceline Group Diageo Bumble Bee Foods Lion Capital On Assignment Moncler Anheuser-Busch S&C client, the Special S&C client, the Special S&C client Empire S&C client Bayer S&C client The S&C client Diageo S&C clients Lion S&C client S&C client On S&C client Eurazeo InBev Committee of the Board Committee of the Company (U.S.) AG (Germany) Priceline Group (U.K.) announces its Capital (U.K.) and Lion Capital Assignment (U.S.) (France) announces S&C client of Directors of American Board of Directors completes its $5.6 billion announces its (U.S.) announces agreement with Casa Bumble Bee Foods (U.K.) completes announces its the $395 million sale Anheuser-Busch Greetings (U.S.), announces of Dole Food (U.S.), acquisition by its $14.2 billion its $2.6 billion Cuervo (Mexico) to (U.S.) announce its acquisition of $570 million by its subsidiary InBev (Belgium) its $900 million acquisition announces the subsidiary, Sobeys acquisition of the acquisition acquire full global Bumble Bee’s $1.51 Spence Diamonds acquisition of ECIP M (France) of in its proposal by members of the Weiss going-private (U.S.), of substantially all consumer care of OpenTable (U.S.) ownership and control billion acquisition (Canada) Creative Circle 19.5 million Moncler to the Board of family and certain related transaction led by its the assets of Safeway’s business of Merck of Tequila Don Julio by Thai Union (U.S.) (Italy) shares, SABMiller plc parties (U.S.) largest shareholder, (U.S.) Canadian (U.S.) and Diageo’s sale of Frozen Products representing 7.8% (U.K.) to combine David Murdock subsidiary Bushmills to Jose (Thailand) of the share capital the two companies Cuervo Overseas in a of Moncler (2015) (2015) transaction resulting in a net payment of $408 “This leading global M&A practice is one of New York’s heavyweights. The team regularly handles million to Diageo billions of dollars in transactions, including some of the most complex and technical deals in the world. The group is composed of experts in domestic, cross-border and international work and represents clients in both a transactional capacity and fi nancial advisory role.” CHAMBERS USA, 2012 The Wall Street Journal recognized AB InBev’s $20.1 billion acquisition of Grupo Modelo as “…a deal Winner, Dealmaker of the Year: Sullivan & Cromwell’s Matthew Hurd: that amounts to the second-largest beer deal on record,” and a deal “…that will augment the world’s Bayer acquisition of the consumer care business of Merck biggest brewer’s position in the fast-growing Mexican market…” THE AMERICAN LAWYER, MARCH 2015 THE WALL STREET JOURNAL, JUNE 2012 “Sullivan & Cromwell’s prowess in domestic and cross-border M&A is widely acknowledged, and it #1 Ranked Law Firm Advising on Consumer M&A Deals Globally has been involved in some of the most dazzlingly complex deals handled in the country.” MERGERMARKET, Q1-Q3 2015 CHAMBERS USA, 2013 4 5 Consumer & Retail M&A Other Consumer & Retail Highlights Top 10 Deals in the Last 10 Years n addition, S&C was involved in the following transactions, which showcase our experience S&C has advised on the six largest of top ten largest consumer and retail transactions in Iworking with diverse consumer and retail clients. Multinational consumer and retail the last ten years. companies frequently call upon S&C to handle matters related to mergers and acquisitions, corporate fi nance, litigation, investigations and FCPA issues, as well as intellectual property and executive compensation and benefi ts. M&A ACQUIRER TARGET DATE VALUE The Firm is a perennial leader in global M&A, handling several of the industry’s most complex ($ millions) transactions. S&C takes an interdisciplinary approach to this practice area where lawyers InBev* (Belgium) Anheuser-Busch (U.S.) 2008 60,408 from many areas of the Firm work together with clients and also with investment bankers, Procter & Gamble*** (U.S.) Gillette (U.S.) 2005 57,227 accountants, proxy solicitors and other advisers. Sample representations include: H.J. Heinz (U.S.) Kraft Foods Group* (U.S.) 2015 54,717 Ahold Counsel to Goldman Sachs as fi nancial adviser to Ahold in its pending merger with Delhaize Group American Greetings Counsel to Special Committee in its acquisition by members of the Weiss family and certain Express Scripts (U.S.) Medco Health Solutions* (U.S.) 2011 34,306 related parties Anheuser-Busch InBev in its proposal to the Board of SABMiller plc to combine the two companies Reynolds American (U.S.) Lorillard** (U.S.) 2014 27,737 Anheuser-Busch InBev in its re-acquisition of Oriental Brewery from KKR and Affi nity Equity Partners Investor Group (U.S.) HJ Heinz** (U.S.) 2013 27,362 Anheuser-Busch InBev in its acquisition of the stake it didn’t already own in Grupo Modelo Anheuser-Busch InBev in its sale of Metal Container to Ball CVS (U.S.) Caremark Rx (U.S.) 2006 25,092 Anheuser-Busch InBev in its sale of Compañía Cervecera de Coahuila to Constellation Brands ANN Counsel to J.P.
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