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 more than 135 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 “They had an unbelievably good run when it comes to IPOs and M&A transactions.” AZUR 100 – Top Employers (2016)

“Phenomenally successful.”

AZUR 100 – Top Employers (2016)

“The team really knows its stuff; the advice is always correct and well informed and prepared in a short timeframe. Standards are high throughout the team and the junior lawyers in particular are excellent.” Chambers global (2015)

“Sullivan & Cromwell stands out among German law firms with US roots. Rather than maintaining a full-service business law practice in Germany, the firm focuses on capital markets and finance. In these areas, the firm handles impressive high-end transactions and work is decisively international. To sum it up, S&C is a New York “White Shoe” law firm – a sterling firm that deliberately keeps a low profile in German media.” NOMOS, LAW FIRMS IN GERMANY (2014)

2 Our Frankfurt Office

&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 Germany, Austria and Switzerland.

3 4 Capital Markets

&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 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 in light of our role in virtually every major IPO to close that year. S&C continues to advise on a healthy mix of issuer, underwriter and selling shareholder engagements.

“Equity capital markets powerhouse specialising in big-ticket IPOs and other equity-linked transactions. Recognised for its impressive track record on the side of both issuers and underwriters. Also has a notable presence in debt capital markets and hybrid securities such as convertible bonds.”

Chambers Europe (2015)

“To my mind it really is the most prolific and experienced capital markets law firm in Germany. The team has terrific judgement when identifying crucial issues and what needs to be discussed, which only comes with experience.” Chambers Europe (2014)

“Those who thought Sullivan would be unable to maintain its excellent track record, thought wrong. Sullivan triumphed once again with an impressive list of clients and has established itself as issuer’s counsel in top deals.”

JUVE Handbook (2015)

5 Capital Markets continued

Below we detail some of our 2014-15 work highlights, with IPO transactions shaded in blue:

2014–15 ECM Highlights

Issuer Type Size

Braas Monier* „„ IPO €540 million Covestro** „„ IPO €1,579 million Deutsche Annington* „„ multiple ABOs (primary/secondary shares) €3,579 million „„ several rights offerings (aggregate) Deutsche Pfandbriefbank* „„ IPO €1,000 million Deutsche Wohnen* „„ capital increase €1,307 million „„ convertible bond offering (aggregate) KION Group*** „„ multiple ABOs €950 million (aggregate) LEG Immobilien*** „„ ABO €644 million Orion Engineered Carbons* „„ IPO €350 million PAION* „„ series of rights offerings and private placements €58 million (aggregate)

Rocket Internet* „„ IPO €1,500 million * „„ ABO €589 million Scout24** „„ IPO €1,160 million Schaeffler** „„ IPO €938 million Sixt Leasing* „„ IPO €247 million

Tele Columbus** „„ IPO €510 million „„ rights offering €374 million TLG Immobilien* „„ IPO €396 million * „„ ABO €352 million Windeln.de** „„ IPO €236 million ** „„ IPO €605 million

* S&C counsel to the issuer. ** S&C counsel to the underwriters. *** S&C counsel to the selling shareholder(s).

6 Since 2000, S&C has been involved in nine of the ten largest IPOs in Germany:

Issuer Date Size

Deutsche Post* 11/2000 €6.246 billion Infineon Technologies* 03/2000 €6.069 billion T-Online International** 04/2000 €2.870 billion Tognum** 06/2007 €2.012 billion Covestro** 10/2015 €1.579 billion Deutsche Postbank** 06/2004 €1.504 billion Rocket Internet* 10/2014 €1.500 billion O2 (Europe) 10/2012 €1.449 billion ** 12/2006 €1.398 billion LEG Immobilien* 01/2013 €1.300 billion

Source: Thomson Reuters and S&C data, November 19, 2015 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

„„ Furthermore, prior to 2014 we advised on the IPOs and listings of 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, Wacker Chemie and OpenBC/Xing (2006); as well as Wincor Nixdorf (2004), among others.

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

“Sullivan & Cromwell maintained its outstanding reputation as one of the top three equity capital markets advisors in Germany, working on a number of interesting deals.” Chambers europe (2015)

7 Capital Markets continued

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

Issuer Date Size ** 06/2011 €11.000 billion 09/2010 €10.185 billion Deutsche Bank 06/2014 €6.700 billion Porsche* 04/2011 €4.988 billion Allianz* 04/2003 €4.482 billion Volkswagen 04/2010 €4.219 billion Munich Re** 10/2003 €3.971 billion Telefónica Deutschland 09/2014 €3.620 billion Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion Commerzbank** 05/2013 €2.500 billion

Source: Thomson Reuters and S&C data, November 19, 2015 * S&C counsel to the issuer. ** S&C counsel to the underwriters.

„„ For rights offerings/capital increases prior to 2014 we represented Commerzbank and (2013); Deutsche Wohnen (2009–2013); IVG Immobilien (2011); Q-Cells, Drägerwerk and Continental (2010); Premiere (2009); Deutsche Postbank (2008); Merck (2007); and Fresenius (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 2014 also includes numerous accelerated bookbuilding offerings (ABOs), including by 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).

8 oth worldwide and in Europe, S&C ranks among the top law firms for capital markets Band securities, regularly advising on the most complex and highest profile European transactions.

In Europe, these have most recently included:

„„ very large equity offerings by Commerzbank, Deutsche Annington Immobilien, KION Group, LEG Immobilien, Rocket Internet and Schaeffler (Germany); Barclays (U.K.); Alcatel Lucent and Gaztransport & Technigaz (France); CRH (Ireland); ING (Netherlands); Ferrari and Unipol (Italy); and Mail.ru Group (Russia); and billion-dollar debt offerings by Allianz, , Commerzbank, Daimler, Deutsche Wohnen, KfW and Rentenbank (Germany); Anglo American, AstraZeneca, BBA Aviation, Barclays, BP, Diageo, , Jaguar Land Rover and Standard Chartered (U.K.); Banque PSA, CEB, EDF and Total (France); European Investment Bank (Luxembourg); Anheuser-Busch InBev (Belgium); Coca-Cola HBC (Switzerland); Statoil (Norway); and Philips (Netherlands), among others.

9 Capital Markets continued

NUMBER ONE RANKED IN SEC-REGISTERED OR RULE 144A DEBT OFFERINGS BY EUROPEAN ISSUERS*

Ranked by value (€ billion) and percentage of total (€936.04 billion total value)

All Firms: 2011–2015

Sullivan & Cromwell — €390.3 (46.7%) Simpson Thacher — €206.6 (24.7%) Cravath — €170.3 (20.4%) Cleary Gottlieb — €158.0 (18.9%) Davis Polk — €110.4 (13.2%)

NUMBER ONE RANKED IN SEC-REGISTERED AND RULE 144A DEBT OFFERINGS BY GERMAN ISSUERS*

Ranked by value (€ billion) and percentage of total (€331.14 billion total value)

All Firms: 2010–2015

Sullivan & Cromwell — €261.0 (78.8%) Simpson Thacher — €256.6 (77.5%) Hengeler Mueller — €198.9 (60.1%) Hogan Lovells — €27.0 (8.1%) Cleary Gottlieb — €2.7 (0.8%)

Source: Thomson Reuters, March 21, 2016

* Securities include U.S. public offerings by European issuers of the following types (as designated by Thomson ONE Banker under “SDC Deal Types”): U.S. Common Stock, 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-backed securities, certificates 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 firm Thomson recognises as involved in the deal.

10 AWARD WINNING PRACTICE

Winner, “Securities Law Firm of the Year Germany” by Lawyer Monthly Legal Awards (2015)

Finalist, “Law Firm of the Year for M&A” in Germany by JUVE (2015)

Finalist, “Most Innovative U.S. Firm in Europe” by the IFLR European Awards (2015)

WHAT THE PRESS SAY ABOUT US

“The ‘undisputed market leader,’ Sullivan & Cromwell LLP has ‘successfully’ positioned itself as the ‘absolute leading law firm,’ having a ‘substantial share of the market’ and offering the ‘best level of service in the German market’.” Legal 500 (2016)

“Sullivan & Cromwell LLP has an unbelievable reputation in the market in supporting capital increases and Initial Public Offerings.”

Legal 500 (2015)

“We use the firm for the biggest deals and it has always been very good.”

chambers global (2015)

“Considerable expertise in ECM, spearheaded by its top-tier German team... Focuses on big-ticket IPOs and other equity-linked transactions. Recognised for its impressive track-record on the side of both issuers and underwriters.” chambers global (2015)

11

M&A/Private Equity

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 amongst the top firms in the 2015 Mergermarket German M&A rankings (ranked by value) and was named “German M&A Legal Adviser of the Year” by the Mergermarket European M&A Awards 2014.

HIGHLIGHT GERMAN PUBLIC AND PRIVATE M&A DEALS

Our Frankfurt office has worked as counsel on some landmark transactions over the last seven years, such as advising:

„„ Diebold on its proposed €1.7 billion public takeover of Wincor Nixdorf (pending);

„„ Deutsche Annington (Vonovia) on its public exchange offer to all shareholders of GAGFAH SA for €9.8 billion (2015);

„„ Deutsche Wohnen in connection with the €3.6 billion public exchange offer for GSW Immobilien and its €4.6 billion public takeover of LEG Immobilien (2014), as well as in connection with the successful defence against the unsolicited €14 billion takeover by Vonovia (2015);

„„ K+S on the unsolicited proposed €8 billion takeover by Potash Corporation of Saskatchewan (withdrawn, 2015);

„„ ZF Friedrichshafen on its acquisition of TRW Automotive Holdings Corp for approximately €11.7 billion (2015);

„„ Bayer on its acquisition of Algeta ASA for approximately €2.7 billion (2014);

„„ Sky Deutschland in connection with BSkyB’s €6.7 billion public takeover offer (2014);

„„ Commerzbank on its €9.8 billion acquisition of Dresdner Bank (2009); and

„„ Mainova and the Integra/KOM9 Consortium on their $4.2 billion acquisition of E.ON subsidiary Thüga (2009).

“This leading international firm enjoys an excellent reputation across Europe and is well equipped to provide international clients with top- notch advice on high-quality, multi-jurisdictional deals.”

Chambers europe (2013)

13 M&A/Private Equity continued

GERMAN M&A Rankings Deals announced with German target or acquiror – ranked by value (€ billion)

All Firms: 2015

Hengeler Mueller — €36.7 Freshfields —€ 35.6

Clifford Chance — €35.5 Sullivan & Cromwell — €31.6

Milbank — €17.5

Herbert Smith Freehills — €16.2 Gleiss Lutz — €15.7 Allen & Overy LLP — €11.5 DLA Piper — €11.2

Source: MergerMarket, March 2016 – Data includes deals announced with German target or acquiror.

All Firms: 2014

Sullivan & Cromwell — €61.2 Freshfields — €55.5

Clifford Chance — €47.3 Hengeler Mueller — €44.56

Latham & Watkins — €36.3 Linklaters — €34.8 Gleiss Lutz — €33.9

Cleary Gottlieb — €24.8 Debevoise & Plimpton — €23.2

Source: MergerMarket, January 2015 – Data includes deals announced with German target or acquiror.

14 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 (2014–2016):

„„ Diebold (U.S.) on its business combination agreement with and public takeover of Wincor Nixdorf (Germany) (pending);

„„ Deutsche Wohnen (Germany)

„„ on the successful raid defence against the unsolicited proposed €14 billion takeover of Vonovia (2016);

„„ on its attempted voluntary public tender offer to acquire all outstanding conwert Immobilien Invest SE (Austria) shares and convertible bonds and on the related financing (by means of a bridge facility) (2015);

„„ on its attempted voluntary public tender offer to acquire all outstanding shares of LEG Immobilien AG (Germany) (2015);

„„ GAF (U.S.) in its definitive agreement to acquire Icopal (U.K.) from Investcorp Ltd (Bahrain) for approximately €1 billion (2016);

„„ A consortium comprising APG Asset Management, Arcus Infrastructure Partners, Brookfield Infrastructure and Public Sector Pension Investment Board on the $4.4 billion acquisition of TDF (France), the largest independent communication tower infrastructure business in France (2015);

„„ Axel Springer (Germany) on its acquisition of Business Insider (U.S.) (2015);

„„ Deutsche Annington Immobilien (Vonovia) (Germany) on its public exchange offer (combined cash and exchange offer) to all shareholders of GAGFAH SA (Luxembourg) for $10.7 billion (2015);

„„ K+S (Germany) on the unsolicited proposed €8 billion takeover by Potash Corporation of Saskatchewan (Canada) (withdrawn, 2015);

„„ Oaktree on the sale of its 61% in listed Deutsche Office (Germany) to Alstria (Germany) followed by a takeover offer by Alstria to the remaining outstanding shareholders of Deutsche Office (2015);

„„ Verifone (U.S.) on the acquisition of InterCard (Germany) (2015);

„„ ZF Friedrichshafen (Germany) on its definitive agreement under which ZF acquired TRW Automotive Holdings (U.S.) for $105.60 per share in an all-cash transaction valued at approximately $12.4 billion (2015);

„„ Bakery Supplies Europe (Netherlands) and CSM Belgium (Belgium) (as companies controlled by Rhône Capital) on the sale of the Belgian industrial margarine and fats business of the CSM Bakery Supplies (Netherlands) (2014);

15 M&A/Private Equity continued

„„ Bayer (Germany)

„„ on its acquisition of Algeta ASA (Norway) for approximately $2.9 billion (2014);

„„ on its acquisition of the consumer care business of Merck & Co., (U.S.) for $14.2 billion in cash (2014);

„„ Deutsche Wohnen (Germany) in connection with the registration of its domination agreement with GSW Immobilien (Germany) (2014);

„„ Goldman Sachs PIA (U.S.) on various M&A matters (2009–2014);

„„ Nippon Steel & Sumitomo Metal Corporation (Japan) on its $1.78 billion sale and purchase agreement with ThyssenKrupp (Germany) and ArcelorMittal (Luxembourg) under which Nippon Steel and ArcelorMittal completed the acquisition of ThyssenKrupp Steel USA (U.S.) (2014);

„„ Penn Engineering (U.S.) on the acquisition of Profil Verbindungstechnik (Germany) (2014);

„„ Rhône Capital (U.S.) and Triton (U.K.) on the attempted sale of Orion S.A. (Germany) in a dual track transaction – M&A track was abandoned in favour of successful IPO (2014);

„„ Sky Deutschland (Germany) in connection with BSkyB’s (U.K.) agreements with 21st Century Fox (U.S.) to acquire 21st Century Fox’s 57.4% interest in Sky Deutschland and its 100% stake in Sky Italia (Italy), for a total cash consideration to 21st Century Fox of £4.9 billion and the transfer of BSkyB’s 21% stake in National Geographic Channel International (U.S.) at a value of £382 million (2014);

„„ Tinicum (U.S.) on various M&A matters (2010–2014);

„„ TLG Immobilien (Germany) on its acquisition of TLG FAB S.àr.l (Germany) for €49.2 million (2014); and

„„ Zynga (U.S.) on German corporate law aspects of its acquisition of NaturalMotion (U.K.) for $527 million in cash and equity (2014).

“Sullivan & Cromwell LLP is well-known for handling complex, cross-border transactions and has developed a strength in real estate and private equity through consistent client contacts. The four partners also strongly cover the banking sector, whereby the global network hereto is especially important. As ‘top Wall Street law firm,’ the small team profits in capital market law, as well as finance law expertise, which flows into many of the transactions. Traditionally, representation is on behalf of the buyer; however, now it is strongly active on representing the seller.”

Legal 500 (2015)

16 advising financial AdviserS (2014–2016):

„„ Siemens (Germany) „„ on its stock purchase agreement for the acquisition of CD-adapco (U.S.) for $970 million (2016); „„ on its agreement with Dresser-Rand (U.S.) to acquire all of the issued and outstanding common shares of Dresser-Rand for $83 per common share in cash, or a total transaction value of approximately $7.6 billion (2015); „„ on its joint venture with Mitsubishi Heavy Industries (Japan) to form a global provider for plants, products and services in the iron, steel and aluminium industries (2015);

„„ Volkswagen (Germany), on its tender offer to the shareholders of Scania (Sweden) for all shares in Scania to Volkswagen, in a transaction valued at approximately $9.2 billion (2014); and

„„ KUKA (Germany), on its public takeover of Swisslog (Switzerland) (2014).

AWARD WINNING PRACTICE

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

Winner, “German M&A Legal Adviser of the Year” by the Mergermarket European M&A Awards (2014)

17

&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 €3.74 trillion, S&C is the leading law firm in mergers and acquisitions worldwide.

In Europe, S&C also ranks among the top law firms for M&A:

European m&a rankings Deals announced with any European involvement – ranked by value (€ billion)

All Firms: 2006–2015

Freshfields — €2,120.8 Linklaters — €2,058.1 Sullivan & Cromwell — €1,923.1 Clifford Chance — €1,374.6 Allen & Overy — €1,308.3 Skadden — €1,200.3

Source: Bloomberg, December 2015

European m&a rankings Deals announced with any European involvement – ranked by value (€ billion)

U.S.-BASED FIRMS

Sullivan & Cromwell — €1,923.1 Skadden — €1,200.3 Latham & Watkins — €971.6 Cleary Gottlieb — €951.9 Simpson Thacher — €944.3 Davis Polk — €917.9

Source: Bloomberg, December 2015

19 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. Representative transactions include advising:

„„ Diebold on the financing of its acquisition of Wincor Nixdorf (pending);

„„ A.T.U Auto Teile Unger, representing the bondholders, in a series of restructuring transactions (2013-2016), which included a new investment of €109 million by existing holders and a new €75 million third-party senior secured credit facility, which served to reduce A.T.U’s indebtedness by over €500 million (2014). The transaction was a finalist in the IFLR European Awards 2015 for “Deal of the Year – Restructuring”;

„„ Deutsche Annington (Vonovia) on the financing (credit facilities and hybrid bonds) of its acquisition of GAGFAH (2015);

„„ Deutsche Wohnen on the financing (by means of a bridge facility) of its attempted voluntary public tender offer to acquire all outstanding conwert Immobilien Invest SE’s shares and convertible bonds (2015);

„„ Goldman Sachs International, J.P. Morgan Securities and BNP Paribas as underwriters and arrangers for the acquisition financings in connection with Tele Columbus Group’s acquisitions of (i) the PrimaCom group (2015), and (ii) the pepcom group (2015);

„„ LEG Immobilien on the amendment of several real estate financings in an aggregate amount of approximately €900 million to secure favourable financing conditions and extend maturities, as well as on the financing on the acquisition of real estate portfolios (2015);

„„ Tele Columbus, advising the mandated lead arrangers, in relation to a significant refinancing of its existing indebtedness in connection with its IPO, involving a €500 million senior facilities agreement consisting of term loan, capex and revolving facility loans (2015);

„„ ZF Friedrichshafen on the financing of its acquisition of TRW Automotive Holdings Corp. (2015);

„„ Zalando, representing the underwriters, on financing aspects relating to its €600 million IPO (2014);

„„ Zim Integrated Shipping Services on the restructuring of its financing and capital markets 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 has won/been nominated for a number of awards, including being named “Restructuring Deal of the Year” at the M&A Adviser 2014 Dealmakers’ Awards (2014);

20 „„ A refinancing program in excess of €2 billion for German residential real estate group LEG from 2008 through 2013, as well as advising LEG on other financing matters;

„„ Whitehall Funds and Goldman Sachs Real Estate on various acquisition financing and debt restructuring matters in Europe;

„„ Tinicum portfolio company AMI Doduco on the initial negotiation and several amendments of a precious metals consignment agreement and on other working capital financings (from 2011);

„„ Rhône funds on the financing and refinancing of several acquisitions, including the acquisitions of the CSM Bakery Supplies group (2013), Evonik’s Carbon Black business (2012) and the LWB Refractories group (2006/2007);

„„ Integra/Kom9 consortium on the financing of the acquisition of German municipal utility holding Thüga from E.ON (2009);

„„ Goldman Sachs International and Deutsche Bank on the refinancing of the Honsel group and an add-on acquisition financing (both in 2007) as well asDeutsche Bank on the out-of- court restructuring of Honsel debt (2009) and the insolvency proceedings over the assets of Honsel (2011); and

„„ Philips/NXP on German law aspects of the financing of the sale of NXP by Philips (2006) and NXP on several financing transactions thereafter.

Internationally, the financing practice of S&C has advised Alcatel-Lucent (U.K.), Apollo (U.K.), Elis (France), Rhône Capital (U.S.), Fiat (Italy), the Chrysler Group (U.S.), Kodak (U.S.), Endemol (the Netherlands), General Electric (U.S.), LHC.Clearnet Group (U.K.) and Expro (U.K), among others.

“Sullivan & Cromwell LLP is ‘strong technically and commercially, responding accurately and creatively’.”

Legal 500 UK (2015)

“Technical ability: ‘For complicated or international financings I would go to Sullivan & Cromwell’.” Chambers Global (2014)

21 “The lawyers… enjoy an exceptional reputation among competitors for the quality of their work.” JUVE Handbook (2015)

“It’s relatively compact in Europe but delivers excellent quality.”

Chambers global (2015)

“The lawyers are really accessible and give practical and experienced advice. They have a very deep understanding of our business and a strict commitment to the timetable.”

Chambers Europe (2014)

“They are often on all the major transactions in the market, so heavily experienced, they are known for being commercial…”

IFLR1000 (2014)

One client who had worked with a variety of US firms in financing matters says: “I find that Sullivan & Cromwell is superior in providing practical, balanced, business oriented value-added advice.” IFLR1000 (2014)

22 AWARD WINNING RESTRUCTURING PRACTICE

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)

Finalist, “Deal of the Year – Restructuring”, for work on the restructuring of A.T.U Auto Teile Unger, by the IFLR European Awards (2015)

23 Our Team

ince our Frankfurt office was opened in 1995, our current team of approximately S30 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.

24 “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)

“Public M&A transactions are a notable area of strength. Clients include leading names in the automotive, private equity and finance sectors, including insurers and investment banks.”

CHAMBERS GLOBAL (2015)

“The firm has an impressive track record in M&A.”

AZUR 100 – Top Employers (2016)

“The service is excellent, it’s very good; they’re very thorough, always available, they’re very knowledgeable about the subject matter and give good practical advice.” Chambers Europe (2014)

“The team has terrific judgment when identifying crucial issues and what needs to be discussed, which only comes with experience.”

Chambers Global (2014)

25 S&C in Europe

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 75 lawyers (including 21 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.

26 Integrated Legal Services Worldwide

hrough an international network of 12 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 800 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.

LONDON FRANKFURT

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

HONG KONG

SYDNEY

MELBOURNE Europe Asia/Pacific 110+ lawyers 50+ lawyers

London (1972) Tokyo (1987) Paris (1927) Hong Kong (1992) Frankfurt (1995) Beijing (1999) Melbourne (1983) Sydney (2001)

27 Unique Business Model

nlike many law firms with an international reach that have grown by acquiring Uother law firms, S&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.

LONDON FRANKFURT

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

HONG KONG

SYDNEY United States 670+ lawyers MELBOURNE New York (1879) Washington, D.C. (1977) Los Angeles (1984) Palo Alto (2000)

28 Diversity and Inclusion

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 deeper the well of background, 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 fosters 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 goals 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.

29

Why Choose S&C?

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.

„„ In line with our commitment to being a fully integrated firm, our lawyers in Germany are compensated at the same level as lawyers in the same class year in our U.S. offices.

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.

31 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 also possible.

As a part of a globally integrated firm, our lawyers in Germany are compensated at the same rate as lawyers in their class worldwide. Our lawyers are offered exceptional compensation packages (New York market 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]

32 “The atmosphere here is overwhelmingly good.” AZUR 100 – Top Employers (2016)

“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 (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)

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

Staufenbiel Top Employers for Lawyers (2016)

“Dream clients, good atmosphere, dynamic development.”

AZUR 100 – Top Employers (2016)

“The entry requirements for S&C are high, higher than many other big law firms.”

Staufenbiel Top Employers for Lawyers (2016)

“There is only one partner track at this U.S. firm, and it is consistent worldwide. There are no intermediate stages and no salaried partners, rather only associates and partners.” Staufenbiel Top Employers for Lawyers (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.” Azur100: Top Employers (2014)

“In Azur surveys, the associates give their firm stellar grades, in particular for the working atmosphere, but also overall.” Azur100: Top Employers (2014)

33 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]

34 Your Career Prospects continued

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]

35 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.”

Azur100: Top Employers (2014)

36 Copyright © 2016 Sullivan & Cromwell LLP (04/16) | 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.

37 www.sullcrom.com new york . washington, d.c. . los angeles . palo alto london . paris . frankfurt tokyo . hong kong . beijing . melbourne . sydney