Sullivan & Cromwell LLP Frankfurt S&C Frankfurt
ounded in New York in 1879, Sullivan & Cromwell provides the highest quality legal advice and F 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.
The Firm’s Frankfurt offi ce opened in 1995, a natural outgrowth of our long-standing work for clients in Germany, Austria and Switzerland.
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 recognized strength of our German law team bolsters our position as a key player in the German legal market.
Our Frankfurt-based lawyers offer specialist expertise in particular in:
capital markets/securities
mergers & acquisitions (including private equity)
fi nancings (ranging from acquisition fi nance to restructuring advice)
The Frankfurt team advises industrial companies, private equity and other investors as well as fi nancial institutions, especially on capital markets transactions, mergers & acquisitions (public and private, national and international), restructuring and complex acquisition fi nance transactions and general corporate law questions.
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.
1 S&C Frankfurt continued
Recent headline transactions handled by our Frankfurt-based team include the following:
CAPITAL MARKETS/SECURITIES
Consistently advise on the largest and highest-profi le IPOs in Germany, including by Brenntag and Tom Tailor Holding (2010), Tognum and HHLA (2007), Symrise 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 in the €11 billion capital increase by Commerzbank in 2011 — the largest-ever capital raising in Germany — and representation of Porsche Automobil Holding SE in its €5 billion capital increase, also in 2011
Very strong practice in rights offerings, e.g., Commerzbank, Deutsche Wohnen and IVG Immobilien (2011); Sky Deutschland, Q-Cells, Drägerwerk and Continental (2010); Deutsche Wohnen and Premiere (2009); Deutsche Postbank (2008); Merck (2007); Fresenius (2005); as well as equity-linked transactions, e.g., Q-Cells (2010), KfW’s exchangeable bond offerings in Deutsche Telekom (2008) and Deutsche Post (2004)
Equity capital markets work includes numerous accelerated bookbuilt offerings (ABOs), including by Commerzbank (2008) (representing the issuer); and Continental (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 in 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 and 2012); and the underwriters in the billion-dollar notes offerings of Deutsche Telekom, most recently in 2012
2 S&C Frankfurt continued
TOP 10 GERMAN IPOs 2000-2011 S&C acted in nine of the 10 largest German IPOs from 2000 through 2011.
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 Symrise* 12/2006 €1.398 billion Wacker Chemie** 04/2006 €1.200 billion Premiere* 03/2005 €1.179 billion Hamburger Hafen und Logistik** 11/2007 €1.166 billion Deutsche Börse*** 01/2001 €1.072 billion
Source: Thomson Reuters and S&C data, March 2012 * S&C counsel to the issuer. ** S&C counsel to the underwriters. *** Prior to joining S&C, Wolfgang Feuring, today managing partner of S&C’s Frankfurt offi ce, represented the underwriter in the Deutsche Börse IPO.
TOP 10 GERMAN RIGHTS OFFERINGS 2000-2011 S&C acted in fi ve of the 10 largest German rights offerings from 2000 through 2011.
Issuer Date Size
Commerzbank** 06/2011 €11.000 billion Deutsche Bank 09/2010 €10.185 billion Porsche Automobil Holding* 04/2011 €4.988 billion Allianz* 04/2003 €4.482 billiion Volkswagen 04/2010 €4.219 billion Munich Re** 10/2003 €3.971 billion Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion HeidelbergCement 09/2009 €2.313 billion Linde 07/2006 €1.1835 billion Merck** 02/2007 €1.090 billion
Source: Thomson Reuters and S&C data, March 2012 * S&C counsel to the issuer. ** S&C counsel to the underwriters.
3 S&C Frankfurt continued
M&A/PRIVATE EQUITY
Advising HEAG Holding in relation to its proposed acquisition of the 40% stake in HEAG Südhessische Energie, currently owned by E.ON (2012 pending)
Represented Daimler and Rolls-Royce, through their jointly controlled entity Engine Holding GmbH, on the €3.2 billion acquisition of Tognum (2011)
Represented Goldman Sachs and Barclays Capital, as fi nancial advisers to MAN on its acquisition by Volkswagen (2011)
Represented American Express on its announced joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the US (2011)
Represented Rhône Capital on its $1.3 billion acquisition of Evonik Carbon Black GmbH and other subsidiaries of Degussa GmbH, a wholly-owned subsidiary of Evonik Industries AG (2011)
Represented Bucyrus in its $1.3 billion acquisition of Terex’s mining equipment business (2010)
Represented Renault-Nissan in their strategic alliance with Daimler (2010)
Represented Rio Tinto in the $1.2 billion sale of its Alcan Food Americas packaging business to Bemis (2010)
Represented Commerzbank in its $14.4 billion acquisition of Dresdner Bank (2009)
Represented Mainova and the Integra/KOM9 Consortium in their $4.2 billion acquisition of E.ON subsidiary Thüga (2009)
FINANCINGS/RESTRUCTURINGS
Represented Rhône Capital in connection with the fi nancing of its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa (2011)
Represented Mainova on the refi nancing of the equity part of the purchase price relating to the acquisition of Thüga (2010)
Represented the Integra/KOM9 Consortium in the fi nancing of its $4.2 billion acquisition of German municipal utility holding Thüga from E.ON (2009)
Represented Commerzbank on the fi rst round of fi nancings from the German Financial Market Stabilisation Fund (SoFFin) (2008/2009)
Represented Premiere in its restructuring of the company’s fi nancing structure, including two rights offerings (2008/2009)
Represented the arrangers in the refi nancing of Honsel Group (2007)
Represented Philips and NXP in the $10.3 billion acquisition of NXP by Kohlberg Kravis Roberts (2006)
Represented Whitehall in the fi nancing of numerous German acquisitions, including a variety of commercial real estate portfolios (various years)
4 Integrated Legal Services Worldwide
Through an international network of 12 offi ces located in leading fi nancial centers 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 in their most challenging domestic and cross-border transactional, competition law, litigation and tax matters.
United States Europe Asia/Pacifi c 635+ lawyers 100+ lawyers 45+ 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
5 S&C in Europe
More than half of S&C’s client base consists of non-US commercial enterprises and government entities, and almost half of those non-US clients are located in Europe. Today, more than 100 Europe-based lawyers, including 30 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, is the largest of our branch offi ces and a natural focal point for cross-border European transactions. Its legal staff of more than 60 lawyers includes both English- and US-qualifi ed lawyers with 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 serves corporate, government and investment banking clients throughout Europe, Africa, and the Middle East and Gulf regions, as well as 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 25-lawyer 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. The co-head of our worldwide insurance practice is based in Paris and conducts an extensive insurance and fi nancial institutions practice in Europe from that offi ce. More than half of our Paris- based lawyers, including four French partners, practice French and EU law.
6 S&C in Europe continued
MERGERS & ACQUISITIONS / PRIVATE EQUITY
Sullivan & Cromwell is a leader in mergers and acquisitions around the world. We have long dominated the global M&A league tables. We were the leading legal advisor in global M&A over the fi ve-year period 2007–2011, acting in more than $1.25 trillion in announced transactions worldwide, and we likewise achieved the top ranking in 2011, according to Bloomberg data. Our record in 2011 includes advising on eight of the 10 largest deals announced worldwide, representing a principal in three of the top fi ve. Our lawyers bring to every client the same level of professionalism, attention to detail, creativity and commercial sensitivity. We represent major international corporations in their — and the world’s — largest and most visible transactions, and we represent smaller corporations whose transactions involve modest dollar amounts but, for them, enormous strategic signifi cance.
In Europe, we were ranked as the leading US fi rm in M&A transactions over the fi ve-year period 2007–2011 and in full-year 2011. High-profile transactions of the last two years include our representation of Alcon (Switzerland) in the $12.9 billion acquisition by Novartis (Switzerland) of the remaining publicly held minority interest in Alcon (2011), and in the $40 billion sale of Nestlé’s (Switzerland) Alcon stake to Novartis (Switzerland) (2010); BP (UK) in the $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US) (2010); British Airways (UK) in the $9 billion merger with Iberia (Spain) to form the holding company International Airlines Group (2011); CVC Capital Partners (UK) in the $4.2 billion sale of its 42.5% interest in Univar to Clayton, Dubilier & Rice (US) (2010); Rio Tinto (UK) in the divestment of its Alcan Global Packaging business in three separate transactions comprising the $2.03 billion sale of the Global Pharmaceuticals, Global Tobacco, Food Europe and Food Asia businesses to Amcor (Australia); the $1.2 billion sale of the Food Americas packaging business to Bemis (US); and the sale of Alcan Beauty Packaging to Sun Capital Partners (US) (2010); and Silver Lake Partners (US) and other consortium members on the sale of Skype (Luxembourg) to Microsoft (US) (2011).
Nearly all of our lawyers in Europe are involved in M&A work, from public tender and exchange offers to private equity and other negotiated transactions, to corporate and structuring advice.
EUROPEAN AL L F I R M S : 2 0 0 7 – 2 0 1 1 U S - B AS E D F I R M S : 2 0 0 7 – 2 0 1 1 M&A RANKINGS:
Deals announced with any European involvement . Ranked by dollar value ($ billions)
6th ranking firm – $415.8 6th ranking firm – $329.7
Sullivan & Cromwell – $569.1 5th ranking firm — $330.4
4th ranking firm – $653.8 4th ranking firm – $332.7
3rd ranking firm – $739.8 3rd ranking firm – $365.1
2nd ranking firm – $880.8 2nd ranking firm — $393.0
1st ranking firm – $962.7 Sullivan & Cromwell – $569.1
Source: Bloomberg, January 3 , 2012 Source: Bloomberg, January 3 , 2012 Data includes representations of principals only Data includes representations of principals only
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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 Brenntag, Commerzbank, Continental, and Porsche Automobil Holding (Germany); Anheuser-Busch InBev (Belgium); Bank of Ireland (Ireland); Enel Green Power (Italy); Statoil Fuel & Retail (Norway); RUSAL (Russia); and billion-dollar debt offerings by Allianz, Daimler, KfW and Rentenbank (Germany); Anglo American, Barclays, BG Group, BP, Standard Chartered and JaguarLandRover (UK); Banque PSA, CEB, EDF and Total (France); European Investment Bank (Luxembourg); Statoil (Norway); and CNH and NXP (Netherlands), among others.
SEC-REGISTERED AND COUNSEL TO ISSUER OR UNDERWRITERS* RULE 144A OFFERINGS Ranked by Value Ranked by Number BY EUROPEAN ISSUERS $1,316.7 billion total value 872 total transactions 2007– 2011 Value ($ billions) and percentage of total Number and percentage of total
6th ranking firm — $172.8 (13%) 6th ranking firm — 96 (11%)
5th ranking firm — $181.5 (14%) 5th ranking firm — 102 (12%)
4th rankingg firm — $195.7 (15%) 4th rankingg firm — 103 (12%)
3rd ranking firm — $205.7 (16%) 3rd ranking firm — 104 (12%)
2nd ranking firm — $208.6 (16%) 2nd ranking firm — 126 (14%) Sullivan & Cromwell — $434.0 (33%) Sullivan & Cromwell — 173 (20%)
Source: Thomson Reuters, February 21, 2012
* 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 regist- ration. Excluded from these are asset-backed securities, certificates of deposit, MTN takedowns and deals under $50 million, where — in the great majority of such transactions — outside counsel are not involved or Thomson does not report their roles. The value attributed to transactions is Thomson’s “Principal Amount + Overallotment Sold This Market.” Full deal value is accorded to each firm Thomson recognises as involved in the deal.
8 S&C in Europe continued
FINANCINGS/RESTRUCTURING
Financing and restructuring work are among the core areas of practice in our Frankfurt offi ce, as noted above, and likewise of our London and Paris offi ces. Our Europe-based lawyers have advised on numerous major acquisition fi nancing transactions and prominent reorganizations and restructurings involving both distressed and non-distressed assets. In the pursuit of their strategic objectives, and against the backdrop of the global credit crisis, clients have turned to us repeatedly for innovative, business-oriented advice. Highlights of our recent work in these areas include the following:
Represented Kabel Deutschland, Germany’s largest network cable operator, on a covenant amendment process in May 2011, a leveraged €500 million term loan facility in June 2011, a leveraged US$ 750 million facility in January 2012, and a loan extension process which raised a further €782 million in February 2012
Represented Kinove German Bondco GmbH (as issuer) (Germany) and Rhône Capital (as sponsor) (US) on a €600 million equivalent Rule 144A/Regu- lation S offering of high yield fixed rate notes and a $250 million revolving credit facility for Evonik Degussa GmbH (Germany) (2011)
Represented Fiat (Italy) and Chrysler Group (“New Chrysler”) (US) in connection with the purchase of substantially all the assets of Chrysler out of bankruptcy (2009)
Represented Finmeccanica (Italy) in the financing of its acquisition of DRS Technologies (US) (2008)
Represented Goldman Sachs’ Whitehall Funds (US) in numerous acquisitions, dispositions, joint ventures and financings, including the $5 billion acquisition of Landesentwicklungsgesellschaft Nordrhein-Westfalen (Germany) (2008)
Represented Goldman, Sachs & Co. (US) in connection with its rescue financing for Eurotunnel (2007)
Represented Abertis Infraestructuras (Spain) as borrower on the €5 billion leveraged financing of its acquisition of SANEF (France) (2006)
Represented InBev (Belgium) in the financing arrangements for its acquisition of Anheuser-Busch (US) (2006)
Represented NXP (Netherlands) as issuer/borrower in respect of the high-yield and bank financings in connection with NXP’s sale by Philips to KKR and Silver Lake (2006)
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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 specialized depart- ments.
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.
At April 1, 2012, women comprised 31.4% of all lawyers and 18.3% of all partners of the Firm. Over the last fi ve years 34.3% of our newly-elected partners have been women.
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.
10 Recruiting Information
OPPORTUNITIES AT S&C FRANKFURT
In Frankfurt, we have both German- and US-qualifi ed lawyers who practice principally in the capital markets/securities, M&A and fi nance areas and are assigned to the Firm’s General Practice Group. We are actively recruiting at the entry level and are open to applications from lawyers with professional experience in these areas.
GERMAN-QUALIFIED LAWYERS
We are actively recruiting German-qualifi ed lawyers to join our expanding German law practice in Frankfurt. For German-qualifi ed candidates completing an LL.M. degree in the United States, we regularly recruit at the LL.M. job fairs. German lawyers with LL.M. degrees may 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 also have internships available for Referendare.
Applicants for German associate positions must have completed the second Staatsexamen. A German doctorate degree and/or US LL.M. degree is desirable but not essential. Address inquiries to:
Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main, Germany +49 69 4272 5517; +49 69 4272 5210 FAX [email protected]
US-QUALIFIED LAWYERS
We are particularly interested in recruiting US-qualifi ed lawyers with German language speaking ability 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 +1 212 558 4000; +1 212 558 3588 FAX [email protected]
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