Consumer & Retail Group aving worked on many of the landmark transactions that have redefined Hthe consumer and retail industry over the past several decades, the Sullivan & Cromwell Consumer & Retail Group offers clients comprehensive legal expertise paired with a practical understanding of today’s commercial realities. With a multidisciplinary and integrated global practice, we provide our consumer and retail clients with relevant transactional advice and litigation expertise that is crucial to the successful execution and consummation of deals and the resolution of disputes. As the following pages demonstrate, Sullivan & Cromwell’s Consumer & Retail Group has had the privilege of working on a number of the most significant transactions and litigation matters in the consumer and retail industry. We are grateful that our clients have trusted us with their groundbreaking transactions. We look forward to working with existing and new clients and bringing to bear our industry expertise and experience in what promises to be another exciting year as companies continue to re-position themselves strategically in an ever-evolving industry. Audra Cohen Co-head of the Consumer & Retail Group 1 Selected Capabilities of S&C’s Consumer & Retail Group Creative Transaction Structuring Thoughtful Approaches to Employee Arrangements Joint ventures, collaboration agreements and strategic alliances Executive change in control arrangements Earn-outs, contingent value rights, 409A and 280G issues hold-backs and escrow arrangements Implementing retention arrangements Balance-sheet-based and earnings-based WARN purchase price adjustments Works council notifications Intellectual property licensing Estate planning with transaction proceeds Strategic Approach to Antitrust and Competition Law Issues Sophisticated Tax Planning Proactive analysis of potential issues Spin-offs, split-offs and reverse Morris trusts Unwavering focus on timing and Structuring to use off-shore cash for certainty implications U.S. acquisitions Creative, economically-rational solutions Corporate inversion transactions NOL preservation strategies Critical Compliance and Investigation Matters Implementation of global transfer FCPA pricing policies AML REIT planning Strong Cross-Border Capabilities Corporate Governance, Takeover Defense and Responses to Activists Reconciling U.S. and non-U.S. securities law requirements for M&A and capital markets Takeover and activism preparedness transactions Poison pills Multi-jurisdictional contract enforcement Proxy contests and dispute resolution arrangements Negotiation/resolution of activist campaigns Addressing political risks State-of-the-Art Leveraged Finance Practice Cost Effective and Efficient Transaction Management Structuring high yield debt financing Unerring client focus Addressing financing risks Budgeting and expense management Lean staffing and rigorous team management Leveraging low cost due diligence providers 3 Timeline of S&C’s Headline Transactions (2012-2015) Recently, S&C has advised on several major consumer and retail M&A transactions. Collective Brands, Inc. Green Acres Mall Anheuser-Busch InBev NV/SA Apollo Tyres Ltd S&C client Collective Brands, S&C client Vornado Realty S&C client Anheuser-Busch S&C client Apollo Tyres Inc. (U.S.) completes its Trust (U.S.) completes its InBev NV/SA (Belgium) Ltd (India) announces its $2 billion sale to a $500 million sale of the announces its $20.1 billion proposed approximately consortium including Green Acres Mall in Valley acquisition of the remaining $2.5 billion acquisition Wolverine Worldwide (U.S.), Stream, Long Island to stake it didn’t already own of Cooper Tire & Rubber Blum Capital Partners (U.S.) The Macerich Company in Grupo Modelo, S.A.B. de C.V. Company (U.S.) (later and Golden Gate Capital (U.S.) (U.S.) (Mexico) terminated) JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC 2012 2013 Kings Plaza Mall American Greetings Dole Food Co. Empire Company Limited S&C client Alexander’s Corporation S&C client, the Special S&C client Empire Inc. (U.S.), an affiliate of S&C client, the Special Committee of the Company Limited (U.S.) Vornado Realty Trust, Committee of the Board Board of Directors of completes its $5.6 completes its $751 million of Directors of American Dole Food Co. (U.S.), billion acquisition by its sale of Kings Plaza Mall Greetings Corporation announces the subsidiary, Sobeys Inc. in Brooklyn’s Mill Basin (U.S.), announces its going-private (U.S.), of substantially all (U.S.) to The Macerich approximately $900 million transaction led by its the assets of Safeway Company (U.S.) acquisition by members largest shareholder, Inc.’s (U.S.) Canadian of the Weiss family and David Murdock subsidiary certain related parties (U.S.) The Wall Street Journal recognized AB InBev’s $20.1 billion acquisition of Grupo Modelo as “…a deal that amounts to the second-largest beer deal on record,” and a deal “…that will augment the world’s biggest brewer’s position in the fast-growing Mexican market…” THE WALL STREET JOURNAL, JUNE 2012 “Sullivan & Cromwell’s prowess in domestic and cross-border M&A is widely acknowledged, and it has been involved in some of the most dazzlingly complex deals handled in the country.” CHAMBERS USA, 2013 4 Bayer Express, Inc. C&S Wholesale Joe’s Jeans Inc. Kraft Foods Group S&C client Bayer S&C client Grocers, Inc. S&C client to Peter Kim, S&C client Kraft Foods AG (Germany) Express, Inc. (U.S.) and S&C client C&S Wholesale founder and CEO of Hudson Group (U.S.) completes announces its $14.2 the Special Committee Grocers, Inc. (U.S.) Clothing, LLC (U.S.), a its approximately billion acquisition of the of its board, announce announces its acquisition wholly-owned subsidiary $55 billion merger with consumer care business Sycamore Partners’ of the wholesale of Joe’s Jeans (U.S.), H.J. Heinz Company of Merck & Co., Inc. (U.S.) interest in distribution and supply announces analysis of his (U.S.) to create The (U.S.) acquiring Express business of The Grocers alternatives with respect Kraft Heinz Company Supply Company, Inc. (U.S.) to Joe’s Jeans (U.S.) JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY 2014 2015 Anheuser-Busch The Priceline Diageo Bumble Bee Lion Capital Moncler InBev NV/SA Group Inc. S&C client Diageo (U.K.) Foods, LLC S&C client S&C client Eurazeo S&C client Anheuser-Busch S&C client announces its agreement S&C clients Lion Lion Capital (France) announces InBev NV/SA (Belgium) The Priceline with Casa Cuervo Capital (U.K.) (U.K.) completes the $395 million sale announces its $5.8 billion Group Inc. (U.S.) (Mexico) to acquire full and Bumble Bee its acquisition of by its subsidiary re-acquisition of Oriental announces its $2.6 global ownership and Foods, LLC (U.S.) Spence Diamonds ECIP M (France) of Brewery Co., Ltd. (South billionacquisition control of Tequila Don announce Bumble (Canada) 19.5 million Moncler Korea) from KKR & Co. L.P. of OpenTable, Inc. Julio and Diageo’s sale of Bee’s $1.51 billion (Italy) shares, (U.S.) and Affinity Equity (U.S.) Bushmills to Jose Cuervo acquisition by representing 7.8% Partners (South Korea) Overseas in a transaction Thai Union Frozen of the share capital resulting in a net payment Products Public of Moncler (2015) of $408 million to Diageo Company Limited (Thailand) Winner, Dealmaker of the Year: Sullivan & Cromwell’s Matthew Hurd: Bayer acquisition of the consumer care business of Merck THE AMERICAN LAWYER, MARCH 2015 “This leading global M&A practice is one of New York’s heavyweights. The team regularly handles billions of dollars in transactions, including some of the most complex and technical deals in the world. The group is composed of experts in domestic, cross- border and international work and represents clients in both a transactional capacity and financial advisory role.” CHAMBERS USA, 2012 5 Consumer & Retail M&A Top 10 Deals in the Last 10 Years S&C has advised on the six largest of top ten largest consumer and retail transactions in the last ten years. ACQUIRER TARGET DATE VALUE ($ millions) InBev NV* (Belgium) Anheuser-Busch Cos Inc. (U.S.) 2008 60,408 Procter & Gamble Co.*** (U.S.) Gillette Co. (U.S.) 2005 57,227 H.J. Heinz Co. (U.S.) Kraft Foods Group Inc.* (U.S.) 2015 54,717 Express Scripts Inc. (U.S.) Medco Health Solutions Inc.* (U.S.) 2011 34,306 Reynolds American Inc. (U.S.) Lorillard, Inc.** (U.S.) 2014 27,737 Investor Group (U.S.) HJ Heinz Co.** (U.S.) 2013 27,362 CVS Corp. (U.S.) Caremark Rx Inc. (U.S.) 2006 25,092 Walgreen Co. (U.S.) Alliance Boots GmbH (Switzerland) 2012 23,761 Mars Inc. (U.S.) William Wrigley Jr Co. (U.S.) 2008 23,194 Imperial Tobacco Overseas Altadis SA (Spain) 2007 21,489 Holdings (U.K.) Source: Thomson Reuters, April 7, 2015 * Representing the company identified ** Representing the financial adviser to the company identified *** Representing the compensation committee of the company identified 6 Other Consumer & Retail Highlights n addition, S&C was involved in the following transactions, which showcase our experience Iworking with diverse consumer and retail clients. Multinational consumer and retail companies frequently call upon S&C to handle matters related to mergers and acquisitions, corporate finance, litigation, investigations and FCPA issues, as well as intellectual property and executive compensation and benefits. M&A The Firm is a perennial leader in global M&A, handling several of the industry’s most complex transactions. S&C takes an interdisciplinary approach to this practice area where lawyers from many areas of the Firm work together with clients and also with investment bankers, accountants, proxy solicitors and other advisers. Sample representations include: American Greetings Corporation Counsel to Special Committee in its acquisition by members of the Weiss family and certain related parties Anheuser-Busch InBev in its re-acquisition of Oriental Brewery from KKR and Affinity Equity Partners Anheuser-Busch InBev in its acquisition of the stake it didn’t already own in Grupo Modelo, S.A.B.