S&C FRANKFURT OFFICE AN EXCEPTIONAL OPPORTUNITY

ounded in New York in 1879, f Sullivan & Cromwell provides the highest quality legal advice and representation to clients around the world. The results we achieve have set us apart for almost 140 years and have become a model for the modern practice of law.

Today, S&C is a leader in each of its core practice areas and in each of its geographic markets.

1 Our Frankfurt Office

2 &C has been actively engaged in market developments in German-speaking Europe Ssince it opened the Frankfurt office in 1995.

The German law team was established in 2001 with the arrival of two leading German lawyers as partners of the Firm, and the Frankfurt legal staff now comprises German, U.S. and dual-qualified lawyers.

Our Frankfurt-based lawyers advise industrial companies, private equity and other investors, and financial institutions, offering specialist expertise in general corporate law and, in particular, in:

„„ capital markets/securities „„ mergers & acquisitions/private equity „„ financing/restructuring

Our consistent strengths in capital markets, M&A/private equity and financing/restructuring transactions, and our extensive experience in all these areas, have enabled our Frankfurt team to work on many complex and high-profile transactions that require cross-disciplinary knowledge and seamless transaction management.

Our Frankfurt-based team is part of an integrated global practice giving clients in German- speaking Europe the benefit of international firm resources and allowing international clients access to the German-speaking markets of , Austria and Switzerland.

Is one of the leading Firms in US-German legal transactions.”

JUVE HANDBOOK, BANKING AND FINANCE (2018) “ The highly recommended Frankfurt office of this US firm managed to top its very impressive work of last year.” “ JUVE HANDBOOK (2017)

3 Capital Markets

4 S&C’s Frankfurt team has a long track record of advising on many of the most Ssignificant equity capital markets transactions in Germany, providing German and U.S. advice. Our extraordinary run of ECM transactions has seen us regularly recognized for excellence. For example, in 2018 and 2013 we were recognized as JUVE’s “Law Firm of the Year for Banking and Finance” in Germany, and we were shortlisted for the same award in 2015, 2016 and 2017 in light of our role in virtually every major IPO to close in each respective year. Most recently, we were named “Equity team of the year” at the IFLR Europe Awards 2017. S&C continues to advise on a healthy mix of issuer, underwriter and selling shareholder engagements.

One of the top tier law firms for IPOs and capital increases in Germany.” “ JUVE HANDBOOK, BANKING AND FINANCE (2018) The ‘impressive’ ECM practice has established itself in the last few years as the ‘absolute number one’ and the ‘market leader’ in Germany.” “ LEGAL 500 GERMANY (2017) “If you look at their ECM practice it’s in a class of its own.”

CHAMBERS EUROPE ( 2 0 1 8 ) “ CAPITAL MARKETS: GERMANY The firm is without a doubt the market leader for equity and capital markets law, outlining its outstanding role in an impressive manner. S&C was able to gain a further share of top transactions as it has remarkably done so in previous years.” “ JUVE HANDBOOK (2016)

5 Capital Markets continued

Since 2000, S&C has been involved in 17 out of the 19 largest IPOs in Germany.:

Issuer Date Size * 11/2000 €6.246 billion * 03/2000 €6.069 billion innogy** 10/2016 €4.641 billion Healthineers** 03/2018 €4.200 billion Knorr-Bremse 10/2018 €3.900 billion T-Online International** 04/2000 €2.870 billion Tognum** 06/2007 €2.012 billion Deutsche Postbank** 06/2004 €1.814 billion ** 10/2015 €1.579 billion * 10/2014 €1.500 billion Telefonica Deutschland 10/2012 €1.449 billion DWS Group** 03/2018 €1.400 billion ** 12/2006 €1.398 billion LEG Immobilien* 01/2013 €1.300 billion HHLA** 01/2007 €1.166 billion Deutsche Pfandbriefbank* 07/2015 €1.156 billion Scout24** 09/2015 €1.024 billion * 07/2017 €1.000 billion Schaeffler* 10/2015 €0.937 billion

Source: Thomson Reuters and S&C data, January, 2019 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

„„ Furthermore, prior to 2015 we advised on the IPOs and listings of Braas Monier, Deutsche Annington Immobilien (), , KION Group, LEG Immobilien, Orion Engineered Carbons, PAION, Rocket Internet, TLG Immobilien, and (2014); Deutsche Annington (Vonovia), , KION Group, LEG Immobilien, ProSiebenSat1 Media, RTL Group and Springer Science (2013); and Tom Tailor Holding (2010); HHLA (2007); CropEnergies, Demag Cranes, Klöckner & Co, PATRIZIA Immobilien, Petrotec, Symrise, and OpenBC/Xing (2006); as well as Wincor Nixdorf (2004), among others.

Finalist, for work on the €5.0 billion initial public offering of innogy

“Deal of the Year – Equity”

IFLR EUROPE AWARDS (2017)

6 Below we detail some of our 2016-18 work highlights, with IPO transactions shaded in blue:

2016–18 ECM HIGHLIGHTS

Issuer Type Size

Bayer* „„ capital increase €5.9 million

Bayer* „„ Rights offering €9 billion (aggregate)

BUWOG** „„ capital increase €326 million

DWS Group** „„ IPO €1.4 billion

Delivery Hero* „„ IPO €1.00 billion

Deutsche Wohnen* „„ ABO €60 million

Dermapharm Holding* „„ IPO €377 million

Deutsche Wohnen* „„ ABO €1.80 billion

Hello Fresh* „„ IPO €276 million

home24 „„ IPO €173 million

innogy** „„ IPO €5.00 billion

Instone Real Estate Group* „„ IPO €428 million

Landis+Gyr Group „„ IPO €1.99 billion

OFFICEFirst Immobilien „„ IPO (abandoned) €880 million PAION* „„ capital increase €10 million

ProSiebenSat.1 Media* „„ ABO €51.5 billion

Schaeffler** „„ post-IPO €1.24 billion

Scout24** „„ IPO €36 million

Sensirion „„ IPO €248 million

Siemens* „„ ABO €1.20 billion

Siemens Healthineers** „„ IPO €4.2 billion

TLG Immobilien** „„ ABO €550 million

Source: Thomson Reuters and S&C data, January 2019 * S&C counsel to the issuer. ** S&C counsel to the underwriters. *** S&C counsel to the selling shareholder(s).

7 Capital Markets continued

Since 2000, S&C has been involved in 6 of the 10 largest capital increases in Germany:

Issuer Date Size ** 06/2000 €13.30 billion 10/2010 €10.18 billion ** 06/2011 €9.54 billion Deutsche Bank 06/2014 €8.50 billion Deutsche Bank 04/2017 €8.00 billion Bayer* 04/2018 €6.00 billion Porsche* 04/2011 €5.67 billion Infineon Technologies* 03/2000 €5.40 billion * 04/2003 €4.48 billion Volkswagen 04/2010 €4.25 billion

Source: Thomson Reuters and S&C data, February, 2019 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

„„ For rights offerings/capital increases prior to 2015 we represented PAION (2014); Commerzbank and (2013); Deutsche Wohnen (2009–2013); IVG Immobilien (2011); Q-Cells, Drägerwerk and Continental (2010); Premiere (2009); Deutsche Postbank (2008); Merck (2007); and (2005). In addition, we represented KfW on its convertible bond offering for shares of Deutsche Telekom (2008) and Deutsche Post (2004), among others. „„ Equity capital markets work prior to 2015 also includes numerous accelerated bookbuilding offerings (ABOs), including by LEG Immobilien (2014); Deutsche Wohnen (2013), Sky Deutschland (2012) and Commerzbank (2008) (representing the issuers); Schaeffler (2013), Continental (2012, 2011), K+S and RWE (2011), Axel Springer (2010), Deutsche EuroShop, IVG Immobilien, Leoni, Metro and Volkswagen (2009), and GAGFAH (2008) (representing the underwriters); and LEG Immobilien (2013) (representing the selling shareholder).

S&C is a German market leader, having advised on many of the largest and most complex equity issues over the last decade.” “ LEGAL 500 GERMANY – CAPITAL MARKETS (2017)

8 9 Capital Markets continued

EMEA EQUITY IPO (COUNSEL TO THE MANAGER)

Ranked by value ($ billion)

U.S.-BASED FIRMS: 1H2018

Sullivan & Cromwell — $6.9 Latham & Watkins — $2.4 Freshfields — $1.4 White & Case — $1.0

Source: Bloomberg, February 2019

* Securities include SEC-registered public offerings and private offerings in reliance on Rule 144A by German issuers. We exclude deals under $50 million and offerings undertaken by “General Counsel”. The value attributed to each transaction is Thomson’s “Principal Amount + Overallotment Sold All Markets.”Full deal value is accorded to each firm Thomson recognizes as involved in the deal.

EMEA EQUITY OFFERINGS (COUNSEL TO THE MANAGER)

Ranked by value ($ billion)

ALL FIRMS: 1H2018

Sullivan & Cromwell — $6.9 White & Case — $3.7) Latham & Watkins — $2.4 Linklaters — $2.0

Source: Thomson Reuters, February 2019

* Securities include initial public offerings by European issuers. The value attributed to transactions is Thomson’s “Principal Amount + Overallotment Sold All Markets.” Full deal value is accorded to each firm Thomson recognises as involved in the deal.

S&C continues to be one of the leading Firms in ECM. Competitors as well as clients show unanimous respect for its outstanding presence.” “ JUVE HANDBOOK, BANKING AND FINANCE (2018)

10 &C is the market leader among law firms advising German issuers and underwriters Son debt offerings in Europe, as demonstrated by independent data compiled by Bloomberg. We obtained a #1 ranking for the five year period 2013-2018.

„„ In the area of debt capital markets, we acted as ongoing counsel for bond offerings by KfW (2006–ongoing), FMS Wertmanagement (2013–2018) and the Council of Europe Development Bank (2010–2018), among others, in addition to bond issuances by Bayer (2018, 2016, 2014), Daimler (2011–2013), Deutsche Annington (Vonovia) (2013–2015), Deutsche Telekom (2006–2018), Deutsche Wohnen (2013–2017), Drillisch (2013) and LEG (2017).

NUMBER ONE RANKED IN SEC-REGISTERED AND RULE 144A DEBT OFFERINGS BY GERMAN ISSUERS* (COUNSEL TO THE ISSUER)

Ranked by value ($ billion)

ALL FIRMS: 1H2018

Sullivan & Cromwell — $52.5 Allen & Overy — $44.9

Linklaters — $35.8

Clifford Chance — $23.0

Source: Bloomberg, February 2019

* Securities include SEC-registered public offerings and private offerings in reliance on Rule 144A by German issuers of the following types (as designated by Thomson ONE Banker under “SDC Deal Types”): U.S. Convertible Debt, U.S. Convertible Preferred Stock, U.S. Non-Convertible Debt and U.S. Non-Convertible Preferred Stock. Excluded from these are asset- and mortgage-backed securities, certificates of deposit and MTN takedowns. In addition, we exclude deals under $50 million and offerings undertaken by “General Counsel”. The value attributed to each transaction is Thomson’s “Principal Amount + Overallotment Sold All Markets.” Full deal value is accorded to each firm Thomson recognizes as involved in the deal.

11 Award Winning Practice

12 Shortlisted, “Equity Deal of the Year” – for acting as issuer’s counsel on the IPO of Delivery Hero and underwriter’s’ counsel on the IPO of Landis+Gyr by IFLR European Awards, 2018

Shortlisted, “Debt & Equity Team of the Year”, IFLR Europe Awards, 2019

Winner, “Deal of the Year – Loans” - for work on Bayer’s syndicated bridge loan as part of the financing of its $66 billion acquisition of Monsanto IFLR European Awards, 2017

WHAT THE PRESS SAY ABOUT US

They really execute the matters to the highest level and are extremely experienced in capital markets transactions. They are deal-oriented and make sure that our interests are protected.” “ CHAMBERS EUROPE (2019) The lawyers are so quick, they can provide a view on really short notice. The firm works on many large mandates but they still make us feel like an important client.“ “ CHAMBERS EUROPE (2017) The ‘impressive’ ECM practice has established itself in the last few years as the ‘absolute number one’ and the ‘market leader’ in Germany.” “ LEGAL 500 DEUTSCHLAND (2017) Sullivan & Cromwell continues to earn its renown throughout the world as a law firm with a broad transactional practice, and a firm whose attorneys elegantly blend technical legal expertise with commercial sensibility.” “ LEGAL 500 (2017)

13 M&A/Private Equity

14 ullivan & Cromwell consistently ranks as a leading adviser on German and global SM&A deals. Despite the comparatively small size of our team in Germany, Sullivan & Cromwell ranks first in the 2016 Thomson Reuters German M&A rankings (ranked by value) and received the JUVE Awards as “Law Firm of the Year for M&A” (2016, and finalist in 2015 and 2017)

HIGHLIGHT GERMAN PUBLIC AND PRIVATE M&A DEALS Our Frankfurt office has worked as counsel on some landmark transactions over the last eight years, such as advising:

Merck (U.S.) 40 North Management (U.S.) „„ on its tender offer for Versum Materials for €5.2 „„ on its acquisition of a 29.1% stake in Braas Monier billion (pending) Building Group and Standard Industries in connection with its subsidiary Marsella Holdings’ $2.1 billion Morgan Stanley Infrastructure Partners (U.S.) acquisition of Braas Monier Building Group „„ in connection with its delisting offer for all (Luxembourg) (2017) outstanding shares in VTG (pending) „„ in connection with its € 1.5 billion takeover of VTG OFFICEFIRST Immobilien (Germany) (2018) „„ on its sale to Blackstone Real Estate Partners Europe IV for €3 billion (2017) AEOS Investment (Germany) and CEOS Investment (Germany) TLG Immobilien (Germany) „„ as sellers in connection with BEOS AG’s (Germany) „„ in connection with the €930 million public exchange acquisition by Swiss Life (Switzerland) (2018) offer for WCM Beteiligungs- und Grundbesitz-AG (Germany) (2017) Bayer (Germany) Voith (Germany) „„ on its $66 billion acquisition of Monsanto (2018) „„ on the sale of its stake in KUKA (Germany), in a Centaurus Capital LP (U.S.), together with a group of transaction which valued KUKA at approximately $5.1 investors billion (2017) „„ on their acquisition of 94.9 percent of HSH Nordbank Alibaba (China) AG’s (Germany) shares for total consideration of „„ on the acquisition of a controlling stake in Lazada approximately €1 billion (2018) (Singapore) through the acquisition of newly issued Praxair (U.S.) shares along with existing shares (2016) „„ in connection with its $80 billion merger of equals Deutsche Wohnen (Germany) with Linde (Germany) (2018) „„ on the successful raid defense against the unsolicited Spirit AeroSystems Holdings (U.S.) proposed takeover by Vonovia SE for $14.7 billion „„ on its definitive agreement to acquire S.R.I.F., the (2013–2016) parent company of Asco Industries, (Belgium) (2018) Lone Star Real Estate Fund IV (U.S.) (Germany) „„ in connection with its affiliate’s voluntary public takeover offer to the shareholders of ISARIA Wohnbau „„ in connection with the tender offer for all its shares (Germany) for approximately €317 million (2016) launched by competitor Fortum (Finland). The offer valued Uniper shares at a total of $9.48 billion (2018) Verifone Holding (Germany) Drillisch (Germany) „„ in connection with its acquisition of paymorrow „„ on its €8.25 billion business combination with United (Germany) (2016) Internet (Germany), including a public tender offer to all shareholders of Drillisch (2017)

15 M&A/Private Equity continued

COMPLETED M&A TRANSACTIONS WITH GERMAN TARGET OR ACQUIROR Deals announced with German target or acquiror – ranked by value ($ billion)

ALL FIRMS: 2018

Sullivan & Cromwell — $126.0 Linklaters — $113.1 Cravath — $105.7 Freshfields — $89.1

Source: Thomson Reuters, January 2019

COMPLETED M&A TRANSACTIONS WITH GERMAN TARGET OR ACQUIROR Deals announced with German target or acquiror – ranked by value ($ billion)

U.S.-BASED FIRMS: 2018

Sullivan & Cromwell — $126.0 Cravath — $105.5 Shearman & Sterling — $69.1 Debevoise & Plimpton — $66.1

Source: Thomson Reuters, January 2019

16 Content-wise they are obviously strong, but they are also very reliable. They do their work and their eyes are wide open so they understand what’s going on left and right of the project. They also understand the economic aspects and it helps them deliver appropriate advice.” “ CHAMBERS EUROPE, GERMANY, M&A (2019)

Sullivan & Cromwell undoubtedly takes one of the leading positions in the area of public takeovers within the German market.” “ LEGAL 500 GERMANY (2017) The highly recommended Frankfurt office of this US firm managed to top its very impressive work of last year.” “ JUVE HANDBOOK (2017)

17 M&A/Private Equity continued

e have advised clients on many recent, significant domestic and cross-border M&A Wand private equity transactions involving principals as well as financial advisers.

ADVISING PRINCIPALS (2016–2018):

Merck (U.S.) Uniper (Germany) „„ on its tender offer for Versum Materials for €5.2 „„ in connection to a proposed voluntary tender offer billion (pending) for all its shares launched by competitor Fortum (Finland). The offer values Uniper shares at a total of Morgan Stanley Infrastructure Partners (U.S.) $9.48 billion (2018) „„ in connection with its delisting offer for all outstanding shares in VTG (pending) 40 North Management (U.S.) „„ in connection with its planned € 1.5 billion takeover „„ in its acquisition of a 29.1% stake in Braas Monier of VTG (2018) Building Group S.A. (Luxembourg) (2017) Bayer (Germany) Drillisch (Germany) „„ on its $66 billion acquisition of Monsanto (U.S.) „„ on its proposed €5.85 billion acquisition of 1&1 (2018) Telecommunication (Germany) from United Internet (Germany) against new Drillisch shares and in Beos (Germany) connection with United Internet’s concurrent tender „„ advised shareholders of Beos on the company’s sale offer to Drillisch shareholders for approximately €3 to Swiss Life Holding for an undisclosed amount billion (2017) (2018) TLG Immobilien (Germany) Centaurus Capital LP (U.S.) „„ in connection with the €930 million public exchange „„ together with a group of investors, on their offer for WCM Beteiligungs- und Grundbesitz-AG acquisition of 94.9 percent of HSH Nordbank (Germany) (2017) AG’s (Germany) shares for total consideration of approximately €1 billion (2018) OFFICEFIRST Immobilien (Germany) „„ on its sale to Blackstone Real Estate Partners Europe Praxair (U.S.) IV (U.S.) for €3 billion (2017) „„ in connection with its $80 billion merger of equals with Linde (Germany) (2018)

18 Standard Industries Inc. (U.S.) Lone Star Real Estate Fund IV (U.S.) and Lone Star „„ in connection with its subsidiary Marsella Holdings’ Real Estate Fund IV (Bermuda) (Luxembourg) $2.1 billion pending acquisition of „„ in connection with its affiliate, LSREF4 ARIA Braas Monier Building Group (Luxembourg) (2017) Beteiligungs Gmbh & Co. KG’s (Germany), voluntary public takeover offer to the shareholders of ISARIA Voith (Germany) Wohnbau (Germany) for an enterprise value of „„ on the sale of its stake in KUKA (Germany) in a approximately €317 million (2016) transaction which valued KUKA at approximately $5.1 billion (2017) Standard Industries (U.S.) „„ on its definitive agreement to acquire Icopal (U.K.) Alibaba (China) from Investcorp for approximately €1 billion (2016) „„ on the acquisition of a controlling stake in Lazada (Singapore) through the acquisition of newly issued Verifone Holding (Germany), shares along with existing shares (2016) „„ wholly owned subsidiary of Verifone, Inc. (U.S.), in connection with its acquisition of Paymorrow Diebold (U.S.) (Germany) (2016) „„ on its €1.7 billion business combination agreement with Wincor Nixdorf (Germany) (2016) A consortium comprising APG Asset Management (Netherlands), Arcus Infrastructure Partners LLP Deutsche Wohnen (Germany) (U.K.), Brookfield Infrastructure Group (Bermuda) and „„ on the successful raid defense against the unsolicited Public Sector Pension Investment Board (Canada) proposed €14 billion takeover of Vonovia (2016); on its „„ on the $4.4 billion acquisition of TDF (France) (2015) attempted voluntary public tender offer to acquire all outstanding conwert Immobilien Invest (Austria) shares Axel Springer (Germany) and convertible bonds and on the related financing (by „„ on its acquisition of Business Insider (U.S.) (2015) means of a bridge facility) (2015); and on its attempted voluntary public tender offer to acquire all outstanding Deutsche Annington (Vonovia) (Germany) shares of LEG Immobilien (Germany) (2015) „„ on its public exchange offer (combined cash and exchange offer) to all shareholders of GAGFAH (Luxembourg) for €9.8 billion (2015)

19 M&A/Private Equity continued

20 &C is a leading international law firm for M&A: no other law firm has successfully Scompleted as many M&A transactions in the past decade, when measured in terms of the total transaction value of announced deals. With a total announced transaction volume of approximately €7 trillion, S&C is the leading law firm in mergers and acquisitions worldwide.

Globally, S&C also ranks as the top law firm for M&A:

GLOBAL M&A RANKINGS Ranked by value ($ billion)

ALL FIRMS: 2018

Sullivan & Cromwell — $753 Davis Polk — $569 Skadden — $494 White & Case — $478 Watchtell Lipton — $433

Source: Thomson Reuters, January 2019 – Data include representations of both principals and financial advisers.

EUROPEAN M&A RANKINGS Deals completed with any European involvement – ranked by value ($ billion)

U.S.-BASED FIRMS: 2018

Sullivan & Cromwell — $235 Davis Polk — $195 Shearman & Sterling — $174 Cravath — $144 Skadden — $142

Source: Thomson Reuters, February 2019 – Data includes announced and completed deals with any European involvement.

21 Financing/Restructuring

&C’s Frankfurt office has extensive experience advising borrowers and financial sponsors, Sas well as commercial banks, investment banks and other institutional lenders, on a broad range of financing matters, including acquisition financings, refinancing transactions and debt restructurings. This includes advising on credit facility agreements, as well as debt capital market transactions. S&C was named “loans team of the year”, as well as being shortlisted for “debt and equity-linked team of the year” at the 2017 IFLR Eurpoean Awards.

Representative transactions include advising:

„„ Altran on the financing of its acquisition of Aricent „„ Morgan Stanley Infrastructure Partners in partially through the creation of a €2.125 billion Term connection with a 750 million bridge facility to finance B Loan (2018) the €1.5 billion takeover of VTG AG (2018) „„ A consortium led by Bank of America Merrill „„ Rhône Capital and their portfolio company Zodiac Lynch as bookrunners to in connection Pool Systems on multiple financing matters including with the private placement of €650 million 3.875% the refinancing of the existing credit facilities for both senior secured notes maturing in 2025 to partially companies post-merger (2018) refinance its €1.3 billion senior secured credit facilities „„ Tinicum portfolio company AMI Doduco in an agreement (2018) amendment of its $150 million precious metals „„ Diebold on the financing of its acquisition of Wincor consignment agreement (2017); several amendments Nixdorf (2016); on a new $650 million financing of its $150 million precious metals consignment backed by GSO Capital Partners and Centerbridge agreement that is secured by collateral (including (2018) precious metals) (2018) „„ Goldman Sachs International, J.P. Morgan „„ A.T.U Auto Teile Unger, representing the Securities and BNP Paribas, as arrangers and bondholders, in a series of restructuring transactions original lenders, in connection with the following (2013-2016), which included a new investment of transactions relation to the €1.255 billion senior €109 million by existing note holders and a new €75 facility agreement for TeleColumbus: refinancing million third-party senior secured credit facility, which of a second lien facility by issuing an additional served to reduce A.T.U’s indebtedness by over €500 senior term facility in the amount of €1.255 billion; million (2014). The transaction was a finalist in the and an amendment of the senior facility agreement IFLR European Awards 2015 for “Deal of the Year – resulting in an extension of the term and repricing Restructuring” and is shortlisted at the IFLR European (2016); representing Goldman Sachs as arranger in Awards 2017 for “Deal of the Year – Restructuring” an amendment, repricing the term loan facility and (2017) stripping the financial covenants (2017); representing „„ Deutsche Wohnen in connection with a bridge Goldman Sachs Credit Funds in a €75 million facilities loan financing and other related financings linked agreement to Tele Columbus (2018) to the expansion of its portfolio (2017); and in the „„ HelloFresh in a €80 million working capital facilities establishment of a commercial paper program and agreement with BNP Paribas, Rabobank, Deutsche several private bond placements (2017) Bank and JP Morgan and on increasing HelloFresh’s „„ Bayer on its mandatory convertibles concurrent revolving facility commitments from €30 million to €60 placement in connection with its $67 billion million (2018) acquisition of Monsanto (2016) „„ LEG Immobilien on the amendment of several „„ Deutsche Annington (Vonovia) on the financing real estate financings in an aggregate amount of (credit facilities and hybrid bonds) of its acquisition of approximately €900 million to secure favourable GAGFAH (2015) financing conditions and extend maturities, on the financing on the acquisition of real estate portfolios „„ Goldman Sachs International, J.P. Morgan (2015) as well as its inaugural €500 million standalone Securities and BNP Paribas as underwriters and bond issuance (2017); on a new €100 million facility arrangers for the acquisition financings in connection agreement with Commerzbank (2018) with Tele Columbus Group’s acquisitions of (i) the PrimaCom group (2015), and (ii) the pepcom group (2015)

22 „„ Tele Columbus, advising the mandated lead „„ Whitehall Funds and Goldman Sachs Real Estate arrangers, in relation to a significant refinancing of on various acquisition financing and debt restructuring its existing indebtedness in connection with its €510 matters in Europe (various) million IPO, involving a €500 million senior facilities „„ Tinicum portfolio company AMI Doduco on the initial agreement consisting of term loan, capex and negotiation and several amendments of a precious revolving facility loans (2015) metals consignment agreement and on other working „„ ZF Friedrichshafen on the financing of its acquisition capital financings (from 2011) of TRW Automotive Holdings Corp. (2015) „„ Internationally, the financing practice of S&C has „„ Morgan Stanley and other lenders on a €200 million advised Alcatel-Lucent (U.K.), Apollo (U.K.), Elis revolving credit facility agreement for Zalando (2014) (France), Rhône Capital (U.S.), Fiat (Italy), the Chrysler Group (U.S.), Kodak (U.S.), Endemol (the „„ Zim Integrated Shipping Services on the Netherlands), General Electric (U.S.), LHC.Clearnet restructuring of its financing and capital markets (Various) financings, which was the largest restructuring in Israeli history. This involved financings governed by English, New York, German and Israeli law, as part of its $2.3 billion debt restructuring and debt for equity swap. The restructuring included new syndicated secured loan agreements along with a high-yield issue of notes now listed on the Tel Aviv stock exchange. The transaction was named “Restructuring Deal of the Year” at the M&A Advisor 2014 Dealmakers’ Awards (2014)

Winner, “Deal of the Year – Loans” by IFLR European Awards (2017) for work on Bayer’s syndicated bridge loan in connection with the financing of its $66 billion acquisition of Monsanto

23 S&C won Law Firm of the Year for Banking & Finance at the JUVE Awards in 2018, and 2013. In addition S&C has been shortlisted for Law Firm of the Year for Banking & Finance at the JUVE Awards five times in the past six years (2013, 2015, 2016 and 2017). “ The awards are based on leading, German legal market researcher JUVE’s findings, as well as law firm and in-house interviews.”

JUVE AWARDS (2018)

Sullivan & Cromwell LLP has a strong public takeover track record and particular expertise in the real estate, industrial, media, technology, life sciences and e-commerce sectors.” “ LEGAL 500 EMEA CORPORATE AND M&A – GERMANY (2017)

‘Very solution-driven and excellent technical abilities’.”

IFLR1000 (2017)

“ They are outstanding in terms of efficiency under pressure, in their ability to deal with the topics and to offer solutions in a proactive way.” “ CHAMBERS EUROPE (2019) Sullivan & Cromwell is fantastic. The lawyers are thorough, responsive and always one ste p a h e a d.” “ CHAMBERS GLOBAL (2016) The lawyers… enjoy an exceptional reputation among competitors for the quality of their work.” “ JUVE HANDBOOK (2015)

24 AWARD WINNING RESTRUCTURING PRACTICE

Finalist, “Deal of the Year – Restructuring”, for work on the restructuring of A.T.U Auto Teile Unger, by the IFLR European Awards (2017)

Finalist, “Restructuring Team of the Year” by Legal Week’s British Legal Awards (2016, 2017)

Winner, “IFT Adviser of the Year Award” for Towergate’s Insurance Group restructuring (2015)

Winner, “Financial Restructuring 2015” by Institute for Turnaround on the restructuring of Zim Integrated Shipping Services (2015)

Finalist, “Restructuring Team of the Year” by the IFLR European Awards (2015)

25 Our Team

ince our Frankfurt office was opened in 1995, our current team of approximately S25 lawyers has grown continuously. Our lawyers advise on a wide range of legal areas without being assigned to a specific practice group. Today, our German practice is focused on three core ‘pillars’ – Capital Markets, M&A and Private Equity, and Finance and Restructuring – areas of law in which we are frequently instructed to work on significant deals, due to our strength and experience in these fields. We consistently seek to grow our Frankfurt office and see ourselves as a part of an integrated European advisory practice that combines the advantages of a small entity with the prowess of a global market leader. Associates at our Firm can expect exceptionally interesting transactional work and a high degree of responsibility from day one onwards.

26

AWARD WINNING PRACTICE

Finalist, “International Law Firm of the Year” by the IFLR European Awards (2017)

Winner, “Law Firm of the Year for M&A” in Germany by JUVE Handbook (2016)

Winner, “M&A Group of the Year” Law360 (2015)

WHAT THE PRESS SAY ABOUT US

Founded in New York City in 1879, Sullivan & Cromwell LLP, S&C for short, is the most prestigious long-established American law firm and belongs among the best corporate law firms. Having been represented in Frankfurt since 1995, the firm has “ an excellent reputation thanks to its capital markets and M&A practices. Other core components of the German office include cross-border private equity transactions and restructuring.”

STAUFENBIEL TOP EMPLOYERS FOR LAWYERS (2016)

Sullivan & Cromwell is fantastic. The lawyers are thorough, responsive and always one step ahead.” “ CHAMBERS GLOBAL (2016) The firm has an impressive track record in M&A.” “ AZUR 100 – TOP EMPLOYE S (2016)

27 S&C in Europe

28 rawing on over 135 years of leadership in the industry, Sullivan & Cromwell provides Dits global clients with an unparalleled level of expertise across a range of practice areas. Today, our integrated European teams of more than 120 U.S. and European lawyers makes us a premier choice of counsel for cross-border transactions in Europe, as well as on transactions that have multijurisdictional elements. We offer expertise with respect to German, French, English, EU and U.S. law.

LONDON

„„ S&C’s London office, established in 1972, comprises approximately 85 lawyers (including 17 partners), nearly half of whom are English-law qualified. They have expertise in U.K. and U.S. corporate finance, M&A, private equity, credit, leveraged and acquisition finance, project finance, restructuring, EU and U.K. competition law and U.S. antitrust, real estate, litigation and U.K. and U.S. tax. The London office advises corporate, government and investment banking clients doing business in Europe, Africa, and the Middle East and Gulf regions, the former CIS and Central Asia.

PARIS

„„ The S&C Paris office, first opened in 1927, is the oldest of the Firm’s European offices. The Paris- based team comprises approximately 20 lawyers, and has complementary French and U.S. law practices, advising corporate, government and investment bank clients on a broad range of corporate and finance matters, including equity and debt capital markets, and cross-border and domestic M&A (including private equity). The office also has a significant French tax practice, as well as projects and litigation practices. More than half of our Paris-based lawyers practice French and EU law.

BRUSSELS

„„ The S&C Brussels office, established in 2017, works seamlessly with lawyers from other S&C offices to advise global clients in all areas of EU and German competition law, with a particular focus on representing clients before the European Commission and courts in relation to complex merger reviews as well as cartel and monopolization investigations.

29 Integrated Legal Services

hrough an international network of 13 offices located in leading financial centers in T Asia, Australia, Europe and the United States, S&C’s global practice provides highly integrated legal advice on domestic and international transactions. Our team of more than 875 lawyers comes from approximately 40 countries, speaks over 30 languages and is made up of graduates from over 150 different law schools. This diversity allows us to put together a multicultural, interdisciplinary team of the highest quality anytime regardless of the matter.

U.S. 700 + Lawyers BRUSSELS LONDON FRANKFURT PARIS

NEW YORK BEIJING PALO ALTO WASHINGTON, D.C. LOS ANGELES TOKYO

HONG KONG

SYDNEY MELBOURNE

30 Unique Business Model

nlike many law firms with an international reach that have grown by acquiring other law firms, US&C has built its international practice in response to our clients’ needs by staffing each of our offices around the world, for the most part, with lawyers who have been with S&C their entire careers.

This unique business model ensures that our Firm’s common culture of intense commitment to excellence and dedication to serving our clients remains consistent in every location around the world. S&C is able to assemble integrated multidisciplinary and multicultural teams that will function at the same high level, regardless of the jurisdiction or the nature of the matters we handle.

ASIA/ BRUSSELS PACIFIC LONDON FRANKFURT 50 + PARIS Lawyers

NEW YORK BEIJING PALO ALTO WASHINGTON, D.C. LOS ANGELES EUROPE TOKYO 120 + Lawyers HONG KONG

SYDNEY MELBOURNE

31 Diversity and Inclusion

32 ullivan & Cromwell is committed to fostering a diverse and inclusive work Senvironment. We believe that diversity is vital to the Firm’s ability to provide our clients with the highest level of service. Accordingly, the Firm’s culture and policies value the unique abilities and perspectives of every individual and support diversity in its broadest sense, including race, gender, ethnicity, sexual orientation, gender identity, gender expression, disability and religious affiliation.

Every S&C lawyer should feel encouraged to bring his or her “whole” self to work daily, knowing that the wider the array of backgrounds, perspectives and life experiences one has to draw from, the broader the lens through which the complex legal issues we work on can be viewed, and the more solutions we can offer our clients. We are committed to providing associates with an environment that encourages their development, recognizes and values them for who they are, and provides opportunities for them to advance and excel. All of the programs and initiatives we undertake have these objectives in mind.

To that end, we maintain a number of active lawyer networks that meet regularly to facilitate the professional development and advancement of their members, and to enhance the inclusive environment at the Firm overall: the Asian Associates Network, the LGBT Network, the Network of Black & Latino Lawyers and the Women’s Initiative Committee. Although each is unique, the networks are united in two overarching goals: to increase diversity and to promote inclusion within the S&C community. To do so, they (i) offer a candid forum for members to discuss topics of interest; (ii) host panel discussions and speakers on a variety of educational topics to enrich the Firm’s professional development initiatives; (iii) provide mentorship opportunities; and (iv) actively participate in the law student recruiting process.

33 Why Choose S&C?

34 ur business model provides a unique opportunity for lawyers wishing to develop a Ostrong international practice at a globally integrated firm. „„ Our lawyers work on transactions that are significant not only because of their size, but also because of their complexity and impact on the economy.

„„ We are committed to the training and professional development of our lawyers, so that they may reach an unequaled level of excellence.

„„ We encourage the versatility of our lawyers, who are not assigned to specialized departments.

„„ S&C is committed to creating and maintaining an environment where the diversity of our lawyers and staff contributes to the success of our Firm and our ability to offer our clients advice and services of the highest quality. With diverse backgrounds, our lawyers speak over 30 languages fluently and come from approximately 40 different countries.

Handwritten contract signed in 1879 by S&C’s founders Algernon Sydney Sullivan and William Nelson Cromwell, establishing the Firm’s first office at Wall and Broad Streets, New York.

35 Your Career Prospects at S&C Frankfurt

orking within small teams is highly rewarding, giving you the opportunity to be Winvolved in deals at the highest level. The following positions are available in our Frankfurt office:

LAWYERS / RECHTSANWÄLTE (M/W)

We offer both newly qualified and experienced German lawyers the opportunity to join our expanding German law practice and to become part of our integrated European team while working closely with other offices around the world. We ensure that our new colleagues are rapidly integrated and that they quickly become valued members of our practice. Working as a small team requires teamwork and commitment from every member. Applicants should have completed the second State examination (Staatsexamen) (and should have passed each exam at a fully satisfactory level/Prädikatsexamina) and be able to demonstrate an interest in commercial and business matters. Additional qualifications such as a German doctorate degree and/or an LL.M. are advantageous but not a requirement.

Lawyers who wish to write or finish their German doctorate degree during their time as an employee at the Firm can do so with a successfully tested, flexible working time model. We also support employees who wish to deepen their understanding of international law by completing an LL.M. degree in Anglo-American jurisdictions. Secondments to our international offices are possible.

As a part of a globally integrated firm, our lawyers in Germany are compensated at highly attractive rates.

Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany

Phone: +49 69 4272 5517 Fax: +49 69 4272 5210 [email protected]

36 Sullivan & Cromwell offers many international opportunities for associates. As a part of formal training, the firm welcomes and supports their associates to stay in one of its foreign offices.” “ STAUFENBIEL TOP EMPLOYERS FOR LAWYERS (2017)

Applicants as well as associates mention the very team-oriented or also professional and American atmosphere, similar to a start-up.” “ AZUR 100 – TOP EMPLOYERS (2017) Intense learning on the basis of direct client work.”

AZUR 100 – TOP EMPLOYERS (2017)

“ The firm boasts the most appointments of new female partners worldwide.”

STAUFENBIEL TOP EMPLOYERS FOR LAWYERS (2016)

“ The atmosphere here is overwhelmingly good.”

AZUR 100 – TOP EMPLOYERS (2016)

“ Despite its highly specialized focus on transactions and capital markets, incoming associates will receive a broad, generalist training and won’t be assigned to one partner or one single practice group.” “ AZUR 100 – TOP EMPLOYERS (2016)

Dream clients, good atmosphere, dynamic development.”

AZUR 100 – TOP EMPLOYERS (2016)

“ With relatively realistic prospects for partnership, S&C stands out from many other US firms with a strong focus on transactions. After S&C entered the German market in 2001, all five new partners came from its own associate ranks. Therefore, the “ associates at S&C have at least some guarantee that the way to the top will not be curbed by lateral hires. The S&C associates are therefore highly satisfied with their career prospects.”

AZUR 100 – TOP EMPLOYERS (2014)

In Azur surveys, the associates give their firm stellar grades, in particular for the working atmosphere, but also overall.” “ AZUR 100 – TOP EMPLOYERS (2014) 37 Your Career Prospects at

S&C Frankfurt, continued

LAW CLERKS / REFERENDARE (M/W) AND TRAINEE LAWYERS / WISSENSCHAFTLICHE MITARBEITER / (M/W)

Additionally, every year we give up to 24 Law Clerks/Referendaren (m/w) and Trainee Lawyers/Wissenschaftlichen Mitarbeitern (m/w) the opportunity to get to know us before they embark on their professional careers. All individuals on these graduate schemes immediately become a part of our team and receive comprehensive, hands-on insights into our transactional practice.

We are well aware, however, that prospective colleagues – particularly our Referendare and Wissenschaftliche Mitarbeiter – have to balance their commitment to the Firm with the demands of successfully completing their formal legal education. We value education, and hence we are committed to providing the flexibility to give them the time and space required to prepare effectively for the second State examination (Staatsexamen).

Similarly, we are open to a range of flexible work models (Nebentätigkeit) and have developed a very attractive German doctorate program for lawyers who have completed their second State examination. We are happy to work on individual, flexible solutions tailored to the personal training situation of promising applicants.

We are pleased that many former Referendare and Wissenschaftliche Mitarbeiter are now core members of our team.

Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany

Phone: +49 69 4272 5517 Fax: +49 69 4272 5210 [email protected]

38 INTERNS / PRAKTIKANTEN (M/W)

Through our Internship/Praktikum program, students have the chance to get to see how a top-tier international firm operates on a daily basis. During the internship, students work closely on client matters under the guidance of experienced colleagues. A solid understanding of English is desirable, but no prerequisite knowledge is required beyond that. The start date and duration of the Internship/Praktikum is discussed with our Interns/Praktikanten on an individual basis.

The Internship/Praktikum may be completed as part of a subject-specific foreign language training (Fachspezifische Fremdsprachenausbildung, or FFA), which meets the educational requirements of many FFA programs. Interns are also given the opportunity to participate in internal training events.

For applications on any of the above-mentioned positions, please refer to our Frankfurt partner York Schnorbus.

Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main, Germany

Phone: +49 69 4272 5517 Fax: +49 69 4272 5210 [email protected]

39 U.S.-QUALIFIED LAWYERS

We are particularly interested in recruiting U.S.-qualified lawyers with spoken German language skills for the Frankfurt office. Interested summer associates may also be given the opportunity to work in the Frankfurt office for a portion of the summer.

Applicants for U.S. associate positions must be enrolled in or have successfully completed a U.S. J.D. or U.S. LL.M. program.

Contact: Legal Personnel Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004

Phone: +1 212 558 4000 Fax: +1 212 558 3588 [email protected]

The firm demands high quality from its associates. This does not come as a surprise as this Wall Street firm is counted among the absolute market leaders in its areas of specialization. The firm’s only German office in Frankfurt embodies this ambition to “ be at the very top of the market. Here, associates are trained as generalists, despite the highly specialized practice. Initially, associates are not permanently assigned to any practice group or partner. Only upon their third year at the firm is further specialization possible.”

AZUR 100 – TOP EMPLOYERS (2014)

40 Copyright © 2019 Sullivan & Cromwell LLP (03/19) | LG4773 Lawyers in the Frankfurt office of Sullivan & Cromwell LLP qualified to practice German law are admitted as lawyers (Rechtsanwälte) in the Federal Republic of Germany and are members of the Bar (Rechtsanwaltskammer) in Frankfurt am Main (Bockenheimer Anlage 36, 60322 Frankfurt am Main). Other lawyers in the Frankfurt office are registered with the Rechtsanwaltskammer in Frankfurt am Main as foreign lawyers (Rechtsberater). All lawyers in the Frankfurt office who are qualified to practice in the United States are admitted to practice before the bars of one or more states of the United States, including, among others, California, the District of Columbia, and New York.

41 @sullcrom

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@Sullivan & Cromwell LLP

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