Experience in the Industrials & Chemicals Sector
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EXPERIENCE IN THE INDUSTRIALS &CHEMICALS SECTOR Sullivan & Cromwell offers clients comprehensive legal expertise paired with a practical understanding of commercial reality. Our pragmatic approach and multidisciplinary and integrated global practice allow us to provide our clients in the industrial and chemical and related industries with 360-degree advice on the legal issues most critical to them. Clients benefit not only from our understanding of the complexities of these industries, but also from our market-leading M&A practice and our long-standing capital markets, finance, litigation, environmental, executive compensation, tax, restructuring, competition and intellectual property capabilities. Through our 13 offices on four continents, we act as one firm taking an integrated approach to all client matters worldwide. This, combined with the depth of our expertise and capabilities, ensures that we can execute any type of transaction, in any economic climate or region. Copyright © 2020 Sullivan & Cromwell LLP | LG6298 (04/20) Attorney Advertising. Prior results do not guarantee a similar outcome. Recent Accolades Energy Winner of Group of The Deal Awards Europe’s 2019 the Year Energy & Industrials Law360, 2019 Deal of the Year Ranked in (Merck/Versum Materials) Band 1 Advised on over for Corporate/M&A $4.5 trillion Chambers USA in announced M&A transactions worldwide over the #1 past 10 years ranked firm on global Thomson M&A industrial & materials transactions for the Finalist: past five years Litigation Thomson Department of Advised the Year on The Deal’s 2019 The American Lawyer, Energy & 2017 Industrials M&A Group Deal of of the Year Law360, 2019 the Year (Harris/L3) INDUSTRIAL & MATERIALS M&A RANKINGS 2015 – Q1 2020 Ranked by value ($ billions) Sullivan & Cromwell $744 Davis Polk $688 Cleary Gottlieb $673 Wachtell $661 Cravath $639 Skadden $565 Source: Thomson, April 2020 Data include representations of both principals and financial advisers. 3 Landmark Representations 2015 2018 Consortium comprising OMERS Infrastructure Goldman Sachs Infrastructure Partners (U.S.) €1.056 (Canada), Canada Pension Plan Investment Board Remy International (U.S.) $1.2 billion billion sale of Aero 1 Global & International (Luxembourg), a and Ontario Teachers’ Pension Plan (Canada) acquisition by BorgWarner (U.S.) shareholder of Groupe Eurotunnel (France), to Atlantia (Italy) Concho Resources (U.S.) $9.5 billion acquisition of Skyway Concession Company (U.S.) acquisition of RSP Permian (U.S.) Building Materials Corporation of America (U.S.) Ferrari (Italy) $1 billion IPO and acquisition of Quest Construction (U.S.) Genesis Robotics (U.S.) strategic, controlling listing on NYSE investment from Koch Chemical Technology Group The Weir Group (U.K.) $1.3 billion Nippon Steel & Sumitomo Metal (Japan) (U.S.), a unit of Koch Industries (U.S.) acquisition of ESCO (U.S.) Fiat Chrysler Automobiles (U.K.) subsidiary Osaka Steel’s (Japan) acquisition of $10 billion spin-off of its ownership Tokyo Kohtetsu (Japan) Spirit AeroSystems (U.S.) $650 million in Ferrari to Fiat Chrysler Automobiles Andeavor (U.S.) $35.6 billion acquisition by Marathon Petroleum (U.S.) acquisition of S.R.I.F. (Belgium), the parent shareholders and related litigation BP (U.K.) $18.7 billion settlement of all civil company of Asco Industries (Belgium) government claims relating to the Deepwater Horizon oil spill Ontario Teachers’ Pension Plan (Canada) equity partnership with IFM Investors (Australia) and British United Rentals (U.S.) $2.1 billion acquisition 2016 Columbia Investment Management (Canada) in GCT of BlueLine Rental (U.S.) from Platinum Equity Global Container Terminals (Canada) (U.S.) Cementos Argos (Colombia) subsidiary Harris Corporation (U.S.) $35 billion merger of Argos USA’s acquisition of a cement Standard Industries (U.S.) $2.1 billion Fiat Chrysler Automobiles (U.K.) and equals with L3 Technologies (U.S.) to form L3Harris plant and related terminals from acquisition of Braas Monier Building Group Magneti Marelli (Italy) $6.5 billion sale of Technologies (U.S.) HeidelbergCement (Germany) (Luxembourg) and $1 billion acquisition of Icopal the Magneti Marelli automotive components business to KKR (U.S.) portfolio company CK BBA Aviation (U.K.) $2.1 billion (Denmark) from Investcorp (Bahrain) Capital Product Partners (Greece) $1.65 billion Holdings Co. (Hong Kong), a holding company acquisition of Landmark Aviation (U.S.) Bayer (Germany) $66 billion acquisition of spin-off of its crude and product tanker business, of Calsonic Kansei Corporation (Japan) Monsanto (U.S.) and related regulatory inquiries which merged with DSS Holdings (U.S.) Andeavor (U.S.) $6.4 billion acquisition of Western Refining (U.S.) Navistar (U.S.) strategic alliance with Rhône Capital (U.S.) and Ranpak Fletcher Building (New Zealand) $840 million Enbridge (Canada) $43 billion TRATON (formerly Volkswagon Truck & Bus) Corporation (U.S.) sale of Ranpak to One sale of the Formica Group (U.S.) to Broadview acquisition of Spectra (U.S.) (Germany) Madison Corporation (U.S.) Holding (Netherlands) 2017 2019 ExxonMobil Chemical Company (U.S.) Singapore Merck KGaA (Germany) $6.4 billion acquisition of Fiat Chrysler Automobiles (U.K.) multidistrict affiliate’s acquisition of one of the world’s largest Versum Materials (U.S.) DS Smith (U.K.) $585 million sale of the litigation and investigations relating to diesel aromatics facilities on Jurong Island in Singapore Plastics division to Olympus Partners (U.S.) emissions issues Nippon Steel & Sumitomo Metal (Japan) joint Praxair (U.S.) $80 billion merger of venture formation agreement with ArcelorMittal United Rentals (U.S.) $1.3 billion acquisition equals with Linde (Germany) and related (Luxembourg) in relation to their pending $6.8 billion Member of consortium led by Macquarie of Neff Corporation (U.S.) and $965 million regulatory inquiries acquisition of Essar Steel India Infrastructure Partners (U.S.) pending purchase acquisition of NES Rentals Holdings (U.S.) of Long Beach Container Terminal from Oriental Volkswagen (Germany) $14.7 billion Fiat Chrysler Automobiles (U.K.) $59.5 billion Overseas (International) Ltd. (Hong Kong), Delta (U.S.) investment to acquire 10% equity settlement that solved civil claims related proposed combination with Groupe Renault (France) pursuant to a National Security Agreement that in its joint venture partner, Air France-KLM to diesel engine vehicles in the U.S. as a 50/50 merger, later withdrawn COSCO Shipping (China), a Chinese state-owned and combined long-term joint venture with Air Nufarm (Australia) $490 million acquisition of a portfolio of enterprise, entered into with CFIUS in connection France-KLM and Virgin Atlantic Delta Air Lines (U.S.) strategic partnership with crop protection products from Adama Agricultural Solutions with COSCO’s acquisition of Orient Overseas General Cable (U.S.) $3 billion acquisition by LATAM Airlines Group (Chile) and $1.9 billion (Israel) and Syngenta Crop Protection (Switzerland) Prysmian Group (Italy) investment for a 20% stake in LATAM Fiat Chrysler Automobiles (U.K.) pending CPG International (U.S.) acquisition of WES, LLC (U.S.), Altran (France) $2 billion acquisition, through 50/50 merger with Peugeot (France) doing business as UltraLox subsidiary Altran US, of Aricent (U.S.), from a group of investors led by KKR (U.S.) 4 5 DIVERSE INDUSTRY REPRESENTATIONS Aviation BBA Aviation (U.K.) in its $2.065 billion acquisition of Landmark Aviation (U.S.) from affiliates of The Carlyle Group (U.S.) and the sale of six FBOs to affiliates of KSL Capital (U.S.) for an aggregate consideration of $190 million British Airways (U.K.) in two global criminal antitrust investigations, which are among the largest probes undertaken by the DOJ’s Antitrust Division, and in related multidistrict class- action lawsuits, over allegations of price-fixing of fuel surcharges with respect to cargo air services—which was settled—and passenger air services. S&C represented British Airways before the DOJ and coordinated the company’s responses to foreign investigative agencies with U.K. and other co-counsel outside the U.S. CIT Group (U.S.), on bank regulatory matters, in connection with its $10 billion sale of CIT Commercial Air (U.S.), its commercial aircraft leasing business, to Avolon Holdings (Ireland), a wholly-owned subsidiary of Bohai Capital Holding (China) Delta Air Lines (U.S.) in its strategic partnership with LATAM Airlines Group (Chile) and Delta’s $1.9 billion investment for a 20% stake in LATAM, €375 million investment to acquire 10% equity in its joint venture partner, Air France-KLM, and in connection with its combined long-term joint venture with Air France-KLM and Virgin Atlantic GS Infrastructure Partners (U.S.) and Fraport (Germany) in a potential bid for a long- term concession of the Luis Muñoz Marín Airport in San Juan, Puerto Rico Harris Corporation (U.S.) in its $35 billion merger of equals with L3 Technologies (U.S.) to form L3Harris Technologies (U.S.), the $350 million sale of its Night Vision business to Elbit Systems of America (U.S.), a subsidiary of Elbit Systems (Israel) and $4.6 billion acquisition of Exelis (U.S.) Japan Airlines (Japan) in its $8.47 billion IPO Reservoir Capital (U.S.) in its agreement with Centerbridge Partners (U.S.) to acquire a minority stake in Amedeo Capital (Ireland), an asset management firm specializing in aircraft leasing Spirit AeroSystems (U.S.) in its pending acquisition of Bombardier’s (Canada) aerostructures and aftermarket services operations