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 Rocket Internet* 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 United Internet* ABO €352 million Windeln.de** IPO €236 million Zalando** 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 Symrise** 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), Evonik Industries, KION Group, LEG Immobilien, ProSiebenSat1 Media, RTL Group and Springer Science (2013); Brenntag 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 Commerzbank** 06/2011 €11.000 billion Deutsche Bank 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 Sky Deutschland (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, Bayer, Commerzbank, Daimler, Deutsche Wohnen, KfW and Rentenbank (Germany); Anglo American, AstraZeneca, BBA Aviation, Barclays, BP, Diageo, Goldman Sachs, 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.