Sullivan & Cromwell LLP Frankfurt 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 more than 130 years and 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 Frankfurt

“Frequently recommended offi ce of this US fi rm in Frankfurt, focusing only on few areas of expertise, representing however major and distinguished matters.”

JUVE HANDBOOK, 2012

“Small but extremely strong.”

THE LEGAL 500, , 2012

“The client service is outstanding and the team very much understands the business side of things. It is always one step ahead.”

CHAMBERS EUROPE, 2012

2 &C has been actively engaged in Smarket development in German- speaking Europe since it opened the Frankfurt offi ce 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, US and dual-qualifi ed lawyers. The recognised strength of our German law team bolsters our position as a key player in the German legal market.

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

„ capital markets/securities

„ mergers & acquisitions (including private equity)

„ fi nancings (ranging from acquisition fi nance to restructuring advice)

Our consistent strengths in capital markets, M&A and fi nancing transactions and our extensive experience in all of these areas have enabled our Frankfurt team to work on the most complex and high- profi le transactions that require cross-disciplinary knowledge and perfect transaction management.

Our Frankfurt-based team is part of an integrated global practice allowing international clients access to the German-speaking markets of Germany, and Switzerland and giving clients in German-speaking Europe the benefi t of international fi rm resources.

3 S&C Frankfurt continued

CAPITAL MARKETS/SECURITIES

„ Consistently advise on the largest and highest-profi le IPOs in Germany, including by LEG Immobilien (2013), and Tom Tailor Holding (2010); Tognum and HHLA (2007); and Wacker (2006); Premiere (2005); and Deutsche Postbank and Wincor Nixdorf (2004) (the largest German IPOs in each of 2007, 2006, 2005 and 2004).

„ Groundbreaking capital raisings, including our representation of the underwriters on the €11 billion capital increase by in 2011 — the largest-ever capital raising in Germany — and representation of Porsche on its €5 billion capital increase, also in 2011.

„ Very strong practice in rights offerings, e.g.: (2013); (2012); Commerzbank and IVG Immobilien (2011); Q-Cells, Drägerwerk and Continental (2010); Deutsche Wohnen and Premiere (2009); Deutsche Postbank (2008); Merck (2007); (2005); as well as equity-linked transactions, e.g.: Q-Cells (2010); KfW’s exchangeable bond offerings in (2008); (2004).

„ Equity capital markets work includes numerous accelerated bookbuilt offerings (ABOs), including by Deutsche Wohnen (2013) and Commerzbank (2008) (representing the issuer); Continental (2012, 2011), K+S (2011), RWE (2011), Axel Springer (2010), Deutsche EuroShop (2009), Leoni (2009), Metro (2009), Volkswagen (2009) and GAGFAH (2008) (representing the underwriters).

„ Represented the issuer on ongoing global bond offerings by KfW, Landwirtschaftliche Rentenbank and Council of Europe Development Bank, and the inaugural and subsequent Rule 144A debt offerings of Daimler (2011–2013); and the underwriters on the billion-dollar notes offerings of Deutsche Telekom, most recently in 2012.

“Once again this leading fi rm for equity capital markets proved why it deserves its place at the top of the market.”

JUVE HANDBOOK ENGLISH VERSION, 2012

4 S&C Frankfurt continued

TOP 10 GERMAN IPOS 2000–2013

S&C acted in nine of the 10 largest German IPOs from 2000 through 2013. Issuer Date Size

Deutsche Post* 11/2000 €6.246 billion Infi neon Technologies* 03/2000 €6.069 billion T-Online International** 04/2000 €2.870 billion Tognum** 06/2007 €2.012 billion Deutsche Postbank** 06/2004 €1.504 billion O2 (Europe) 10/2012 €1.449 billion Symrise** 12/2006 €1.398 billion LEG Immobilien* 01/2013 €1.300 billion ** 04/2006 €1.200 billion Premiere* 03/2005 €1.179 billion

Source: Thomson Reuters and S&C data, February 2013 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

TOP 10 GERMAN RIGHTS OFFERINGS/CAPITAL RAISINGS 2000–2013 (INCLUDING ANNOUNCED)

S&C acted in six of the 10 largest German rights offerings from 2000 through 2013. Issuer Date Size

Commerzbank** 06/2011 €11.000 billion 09/2010 €10.185 billion Porsche* 04/2011 €4.988 billion * 04/2003 €4.482 billion Volkswagen 04/2010 €4.219 billion ** 10/2003 €3.971 billion Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion Commerzbank** 05/2013 €2.500 billion HeidelbergCement 09/2009 €2.313 billion Merck** 02/2007 €2.06 billion

Source: Thomson Reuters and S&C data, February 2013 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

5 S&C Frankfurt continued

M&A/PRIVATE EQUITY

Advising:

„ A consortium of fi nancial institutions on the sale of its stake in Dedalus, an investment vehicle that owned share capital in European aerospace and defence company EADS (2012 pending)

„ the fi nancial adviser to Advent on its €1.623 billion takeover of Douglas (2012)

„ Deutsche Wohnen on its €1.235 billion acquisition of companies of the BauBeCon Group from Barclays Bank (2012)

„ HEAG Holding on its $400 million acquisition of E.ON’s 40% stake in HEAG Südhessische Energie (2012)

„ Daimler and Rolls-Royce, through their jointly controlled entity Engine Holding, on the €3.2 billion acquisition of Tognum (2011)

„ Goldman Sachs and Barclays Capital, as fi nancial advisers to MAN on its acquisition by Volkswagen (2011)

„ American Express on its joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the US (2011)

„ Rhône Capital on its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa, a wholly owned subsidiary of (2011)

„ Bucyrus on its $1.3 billion acquisition of Terex’s mining equipment business (2010)

„ Renault-Nissan on their strategic alliance with Daimler (2010)

„ Rio Tinto on the $1.2 billion sale of its Alcan Food Americas packaging business to Bemis (2010)

„ Commerzbank on its $14.4 billion acquisition of Dresdner Bank (2009)

„ Integra/KOM9 Consortium on its $4.2 billion acquisition of the German municipal utility holding Thüga from E.ON (2009)

“One of the top US M&A practices with small but powerful offi ces in Europe.”

JUVE HANDBOOK, 2010/11

6 S&C Frankfurt continued

FINANCINGS/RESTRUCTURINGS

Advising:

„ Deutsche Wohnen on the fi nancing of its acquisition of the BauBeCon Group (2012)

„ Whitehall Funds and Cerberus on the restructuring and sale of Harpen Immobilien (2011/2012)

„ Various fi nancings for LEG following its acquisition by the Whitehall Funds (2008–2013)

„ Rhône Capital in connection with the fi nancing of its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa (2011)

„ Mainova on the refi nancing of the equity part of the purchase price relating to the acquisition of Thüga (2010)

„ the Integra/KOM9 Consortium on the fi nancing of its $4.2 billion acquisition of German municipal utility holding Thüga from E.ON (2009)

„ Commerzbank on the fi rst round of fi nancings from the German Financial Market Stabilisation Fund (SoFFin) (2008/2009)

„ Premiere on its restructuring of the company’s fi nancing structure, including two rights offerings (2008/2009)

„ the arrangers on the refi nancing of Honsel Group (2007)

„ Philips and NXP on the $10.3 billion acquisition of NXP by Kohlberg Kravis Roberts (2006)

“Drawing from its highly-regarded work as an advisor to fi nancial institutions, the fi rm repeatedly secures roles as legal counsel to other companies.”

JUVE HANDBOOK, 2012

7 Integrated Legal Services Worldwide

hrough an international network of 12 offi ces located in leading fi nancial Tcenters in Asia, Australia, Europe and the United States, S&C’s global practice provides highly integrated legal services to many of the world’s leading companies on their most challenging domestic and cross-border transactional, competition law, litigation and tax matters.

LONDON FRANKFURT

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

HONG KONG

SYDNEY

MELBOURNE

UNITED STATES EUROPE ASIA/PACIFIC 600+ LAWYERS 100+ LAWYERS 50+ LAWYERS

New York Frankfurt Tokyo Established 1879 Established 1995 Established 1987

Washington, D.C. London Hong Kong Established 1977 Established 1972 Established 1992

Los Angeles Paris Beijing Established 1984 Established 1927 Established 1999

Palo Alto Brussels Melbourne Established 2000 (Conference Center) Established 1983 Established 2002 Sydney Established 2001

8 S&C in Europe

&C has a truly international client base, with almost half of its clients Sheadquartered outside the US. Over 40% of these non-US clients are located in Europe. Today, more than 100 Europe-based lawyers, including 29 partners in London, Paris and Frankfurt, advise clients with respect to German, French, English, EU and US law.

FRANKFURT

„ The Firm’s Frankfurt offi ce opened in 1995 and today has 20 resident lawyers, including fi ve partners. Our lawyers offer clients substantial German and US law capabilities, primarily with respect to capital markets/securities, M&A (including private equity) and fi nancings (ranging from acquisition fi nance to restructuring advice). Despite our relatively small size compared to the offi ces of peer fi rms, we routinely rank among the leading law fi rms for German capital markets and M&A transactions.

LONDON

„ S&C’s London offi ce, established in 1972, comprises 65 lawyers (including 19 partners), nearly half of whom are English-law qualifi ed. They have particular expertise in corporate fi nance, M&A, private equity, capital markets, credit, leveraged and acquisition fi nance, project development and fi nance, restructuring, antitrust and EU/English/German competition law, criminal defence and investigations and tax. The London offi ce advises corporate, government and investment banking clients throughout Europe, Africa, and the Middle East and Gulf regions, the former CIS and Central Asia.

PARIS

„ The S&C Paris offi ce, fi rst opened in 1927, is the oldest of the Firm’s European offi ces. Today, the 20-lawyer, including 5 partners, Paris-based team conducts complementary French and US law practices, advising corporate, government and investment bank clients on a broad range of corporate and fi nance matters, including equity and debt capital markets, and cross-border and domestic M&A (including private equity). The offi ce also has a signifi cant French tax practice, as well as projects and litigation practices. More than half of our Paris-based lawyers practice French and EU law.

9 S&C in Europe continued

MERGERS & ACQUISITIONS / PRIVATE EQUITY

„ Sullivan & Cromwell is a leader in global mergers and acquisitions and has long dominated the M&A league tables. S&C ranks fi rst by value among law fi rms over the last 10 years, having acted on approximately $3.96 trillion in announced transactions worldwide. We have acted on 3 of the top 5 largest announced deals in the fi ve-year period 2008-2012. On each transaction, our lawyers bring the same level of professionalism, attention to detail, creativity and commercial sensitivity.

„ In Europe, we were ranked as the leading US firm in M&A over the five-year period 2008–2012. High profi le transactions of the last two years include advising Anheuser-Busch InBev (Belgium) on its $38.8 acquisition of Goose Island (US) (2011); Apollo Management (US) on its $1.3 billion acquisition, together with CVC Capital Partners (UK) of Brit Insurance (Netherlands) (2011); CGI (Canada) on its £2 billion takeover of Logica (UK) (2012); EDF (France) on the ¤1.4 billion acquisition of the shares it didn’t previously own in EDF Energies Nouvelles (France) (2011); Goldman Sachs, as fi nancial adviser to Parmalat (Italy) on the $4.7 billion acquisition by Groupe Lactalis (France) of the shares in Parmalat it didn’t already own (2011); ING (Netherlands) on the $9 billion sale of ING Direct USA’s online banking operations to Capital One Financial (US) (2012) and Silver Lake Partners (US) and other consortium members on the sale of Skype (Luxembourg) to Microsoft (US) (2011).

„ Nearly all of our lawyers in Europe are involved in M&A work, from public tender and exchange offers to private equity and other negotiated transactions, to corporate and structuring advice.

EUROPEAN M&A RANKINGS: INTERNATIONAL FIRMS

Deals announced with any European involvement. – Ranked by dollar value ($ millions)

Linklaters – $903.0 Freshfi elds – $749.0 Sullivan & Cromwell – $580.1 Clifford Chance – $549.5 Skadden – $520.6

Allen & Overy – $447.6

Latham & Watkins – $423.6

2008–2012 Cleary Gottlieb – $357.2

Source: Bloomberg, January 7, 2013 Data includes representations of principals and fi nancial advisers

10 S&C in Europe continued

CAPITAL MARKETS/SECURITIES

„ S&C is a leading law fi rm in international securities offerings and fi nancings on both a worldwide and European basis. The Firm regularly advises on the most complex and highest profi le European securities transactions. These have included, most recently, very large equity offerings by LEG Immobilien, Deutsche Wohnen and Sky Deutschland (Germany); Anheuser-Busch InBev (Belgium); Barclays (UK); Unipol (Italy); Mail.ru Group (Russia); and billion-dollar debt offerings Daimler, KfW and Rentenbank (Germany); Anglo American, BP, Diageo, Standard Chartered and JaguarLandRover (UK); Banque PSA, CEB, EDF and Total (France); European Investment Bank (Luxembourg); Statoil (Norway); and Philips (Netherlands), among others.

SEC-REGISTERED AND RULE 144A OFFERINGS BY EUROPEAN ISSUERS COUNSEL TO ISSUER OR UNDERWRITERS*

Ranked by Value$1,581.3 billion total value Value ($ billions) and percentage of total

Sullivan & Cromwell — $464.7 (29%) Davis Polk — $259.0 (16%) Linklaters — $245.1 (16%) Simpson Thacher — $224.7 (14%) Cleary Gottlieb — $214.6 (14%) Cravath — $213.4 (13%) 2008–2012

Ranked by Number 1,213 total transactions Number and percentage of total

Sullivan & Cromwell — 184 (15%) Davis Polk — 177 (15%) Linklaters — 175 (14%) Allen & Overy — 152 (13%) Cravath — 149 (12% Latham & Watkins — 139 (11%)) 2008–2012

Source: Thomson Reuters, January 31, 2013

* Securities include US public offerings by European issuers of the following types (as designated by Thomson ONE Banker under “SDC Deal Types”): US Common Stock, US Convertible Debt, US Convertible Preferred Stock, US Non Convertible Debt and US Non Convertible Preferred Stock. Also included are offerings by European issuers under the Rule 144A exemption from registration. Excluded from these are asset-backed securities, certifi cates of deposit, MTN takedowns and deals under $50 million, where — in the great majority of such transactions — outside counsel are not involved or Thomson does not report their roles. The value attributed to transactions is Thomson’s “Principal Amount + Overallotment Sold This Market.” Full deal value is accorded to each fi rm Thomson recognises as involved in the deal.

11 S&C in Europe continued

FINANCINGS/RESTRUCTURING

Financing and restructuring work are among the core areas of practice in our Frankfurt offi ce, as noted above, and likewise, of our London and Paris offi ces. Our Europe-based lawyers have advised on numerous major acquisition fi nancing transactions and prominent reorganisations and restructurings involving both distressed and non-distressed assets. In the pursuit of their strategic objectives, and with continued uncertainty in Eurozone markets, clients have turned to us for innovative, business-oriented advice. Highlights of our recent work in these areas include advising:

„ Kabel Deutschland, Germany’s largest network cable operator, on a covenant amendment process in May 2011, a leveraged €500 million term loan facility in June 2011, a leveraged US$ 750 million facility in January 2012, and a loan extension process which raised a further €782 million in February 2012

„ Kinove German Bondco GmbH (as issuer) (Germany) and Rhône Capital (as sponsor) (US) on a €600 million equivalent Rule 144A/Regulation S offering of high yield fi xed rate notes and a $250 million revolving credit facility for Evonik Degussa GmbH (Germany) (2011)

„ Fiat (Italy) and Chrysler Group (“New Chrysler”) (US) in connection with the purchase of substantially all the assets of Chrysler out of bankruptcy (2009)

„ Kodak (US) on certain aspects of its European restructuring (2012)

„ Endemol (Netherlands) on its fi nancing arrangements and subsequent restructuring (2011)

„ General Electric (US) on the restructuring of its French operations (2012)

„ LHC.Clearnet Group on fi nancing aspects of its acquisition of International Derivatives Clearing Group (2012)

12 S&C in Europe continued

Unique Business Model

Unlike many law fi rms with an international reach that have grown by acquiring other law fi rms, S&C has built its international practice in response to our clients’ needs by staffi ng each of our offi ces 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. Why Choose S&C?

„ Our business model provides a unique opportunity for lawyers wishing to develop a strong international practice at a globally integrated fi rm.

„ Our lawyers work on transactions that are signifi cant not only because of their size, but also because of their complexity and impact on the world 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 specialised 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. As of January 2013, the Firm had elected 39 partners worldwide in the previous six years. Of these, 13 are women and 11 are minorities. With diverse backgrounds, our lawyers speak over 30 languages fl uently and come from 40 different countries.

„ In line with our commitment to being a fully integrated fi rm, our lawyers in Germany are compensated at the same level as lawyers in the same class year in our US offi ces.

13 Recruiting Information

OPPORTUNITIES AT S&C FRANKFURT

In Frankfurt, we have both German- and US-qualifi ed lawyers in the Firm’s General Practice/Corporate Group who practice primarily in the areas of capital markets/ securities, M&A (including private equity) and fi nancings (ranging from acquisition fi nance to restructuring advice). We are actively recruiting at the entry level and are open to applications from lawyers with professional experience.

GERMAN-QUALIFIED LAWYERS

We are actively recruiting German-qualifi ed lawyers to join our expanding German law practice in Frankfurt. Applicants for German associate positions must have completed the second Staatsexamen. A German doctorate degree and/or an LL.M. degree is desirable but not essential. German lawyers with an LL.M. degree may also be given the opportunity to work in our New York or London offi ce for a period of time prior to joining the Frankfurt offi ce.

We are offering stages for Referendare (m/w), positions for Wissenschaftliche Mitarbeiter (m/w), as well as internships for Praktikanten (m/w). We are determined to provide aspiring lawyers with a hands-on experience in our transactional practice, but are well aware that particularly our Referendare and Wissenschaftliche Mitarbeiter have to balance their commitment to the Firm with the demands of a successful completion of their formal legal education.

German-trained lawyers should direct inquiries and their applications to the following address:

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]

14 US-QUALIFIED LAWYERS

We are particularly interested in recruiting US-qualifi ed lawyers with German language speaking skills for the Frankfurt offi ce. Typically, lawyers would begin in one of our US offi ces or in London before being assigned to the Frankfurt offi ce. Interested summer associates may also be given the opportunity to work in the Frankfurt offi ce for a portion of the summer.

Applicants for US associate positions must be enrolled in or have successfully completed a US J.D. or US LL.M. program. Address inquiries to:

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]

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