Sullivan & Cromwell LLP Frankfurt

Transcription

1 Sullivan & Cromwell LLP Frankfurt

2 S&C Frankfurt Founded in New York in 1879, 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. The Firm s Frankfurt office 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-qualified 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) financings (ranging from acquisition finance to restructuring advice) The Frankfurt team advises industrial companies, private equity and other investors as well as financial institutions, especially on capital markets transactions, mergers & acquisitions (public and private, national and international), restructuring and complex acquisition finance transactions and general corporate law questions. Our consistent strengths in capital markets, M&A and financing transactions and our extensive experience in all of these areas have enabled our Frankfurt team to work on the most complex and high-profile transactions that require cross-disciplinary knowledge and perfect transaction management. 1

3 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-profile 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

4 S&C Frankfurt continued TOP 10 GERMAN IPOs S&C acted in nine of the 10 largest German IPOs from 2000 through Issuer Date Size Deutsche Post* 11/ billion Infineon Technologies* 03/ billion T-Online International** 04/ billion Tognum** 06/ billion Deutsche Postbank** 06/ billion Symrise* 12/ billion Wacker Chemie** 04/ billion Premiere* 03/ billion Hamburger Hafen und Logistik** 11/ billion Deutsche Börse*** 01/ 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 office, represented the underwriter in the Deutsche Börse IPO. TOP 10 GERMAN RIGHTS OFFERINGS S&C acted in five of the 10 largest German rights offerings from 2000 through Issuer Date Size Commerzbank** 06/ billion Deutsche Bank 09/ billion Porsche Automobil Holding* 04/ billion Allianz* 04/ billiion Volkswagen 04/ billion Munich Re** 10/ billion Bayerische Hypo- und Vereinsbank 04/ billion HeidelbergCement 09/ billion Linde 07/ billion Merck** 02/ billion Source: Thomson Reuters and S&C data, March 2012 * S&C counsel to the issuer. ** S&C counsel to the underwriters. 3

5 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 financial 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 financing of its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa (2011) Represented Mainova on the refinancing of the equity part of the purchase price relating to the acquisition of Thüga (2010) Represented the Integra/KOM9 Consortium in the financing of its $4.2 billion acquisition of German municipal utility holding Thüga from E.ON (2009) Represented Commerzbank on the first round of financings from the German Financial Market Stabilisation Fund (SoFFin) (2008/2009) Represented Premiere in its restructuring of the company s financing structure, including two rights offerings (2008/2009) Represented the arrangers in the refinancing 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 financing of numerous German acquisitions, including a variety of commercial real estate portfolios (various years) 4

6 Integrated Legal Services Worldwide Through an international network of 12 offices located in leading financial 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 635+ lawyers New York Established 1879 Washington, D.C. Established 1977 Los Angeles Established 1984 Palo Alto Established 2000 Europe 100+ lawyers Frankfurt Established 1995 London Established 1972 Paris Established 1927 Brussels (Conference Center) Established 2002 Asia/Pacific 45+ lawyers Tokyo Established 1987 Hong Kong Established 1992 Beijing Established 1999 Melbourne Established 1983 Sydney Established

7 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 office opened in 1995 and today has 20 resident lawyers, including five partners. Our lawyers offer clients substantial German and US law capabilities, primarily with respect to capital markets/securities, M&A (including private equity) and financings (ranging from acquisition finance to restructuring advice). Despite our relatively small size compared to the offices of peer firms, we routinely rank among the leading law firms for German capital markets and M&A transactions. LONDON S&C s London office, established in 1972, is the largest of our branch offices and a natural focal point for cross-border European transactions. Its legal staff of more than 60 lawyers includes both English- and US-qualified lawyers with particular expertise in corporate finance, M&A, private equity, capital markets, credit, leveraged and acquisition finance, project development and finance, restructuring, antitrust and EU/English/German competition law, criminal defence and investigations and tax. The London office 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 office, first opened in 1927, is the oldest of the Firm s European offices. 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 finance matters, including equity and debt capital markets, and crossborder and domestic M&A (including private equity). The office also has a significant 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 financial institutions practice in Europe from that office. More than half of our Parisbased lawyers, including four French partners, practice French and EU law. 6

8 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 five-year period , 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 five. 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 significance. In Europe, we were ranked as the leading US firm in M&A transactions over the five-year period and in full-year 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 $1.2 billion sale of the Food Americas packaging business to Bemis (US); and the sale of Alcan Beauty Packaging to Sun Capital Partners (US) (2010); and Silver Lake Partners (US) and other consortium members on the sale of Skype (Luxembourg) to Microsoft (US) (2011). Nearly all of our lawyers in Europe are involved in M&A work, from public tender and exchange offers to private equity and other negotiated transactions, to corporate and structuring advice. EUROPEAN M&A RANKINGS: Deals announced with any European involvement. Ranked by dollar value ($ billions) AL L F I R M S : U S - B AS E D F I R M S : th ranking firm $415.8 Sullivan & Cromwell $ th ranking firm $ rd ranking firm $ nd ranking firm $ st ranking firm $962.7 Source: Bloomberg, January 3, 2012 Data includes representations of principals only 6 th ranking firm $ th ranking firm $ th ranking firm $ rd ranking firm $ nd ranking firm $393.0 Sullivan & Cromwell $569.1 Source: Bloomberg, January 3, 2012 Data includes representations of principals only 7

9 S&C in Europe continued CAPITAL MARKETS/SECURITIES S&C is a leading law firm in international securities offerings and financings on both a worldwide and European basis. The Firm regularly advises on the most complex and highest profile 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 $1,316.7 billion total value 872 total transactions Value ($ billions) and percentage of total Number and percentage of total 6 th ranking firm $172.8 (13%) 5 th ranking firm $181.5 (14%) 4 th ranking firm $195.7 (15%) 3 rd ranking firm $205.7 (16%) 2 nd ranking firm $208.6 (16%) Sullivan & Cromwell $434.0 (33%) 6 th ranking firm 96 (11%) 5 th ranking firm 102 (12%) 4 th ranking firm 103 (12%) 3 rd ranking firm 104 (12%) 2 nd ranking firm 126 (14%) 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 registration. 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

10 S&C in Europe continued FINANCINGS/RESTRUCTURING Financing and restructuring work are among the core areas of practice in our Frankfurt office, as noted above, and likewise of our London and Paris offices. Our Europe-based lawyers have advised on numerous major acquisition financing 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/Regulation 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) 9

11 S&C in Europe continued Unique Business Model Unlike many law firms with an international reach that have grown by acquiring other 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. Why Choose S&C? Our business model provides a unique opportunity for lawyers wishing to develop a strong 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 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 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. At April 1, 2012, women comprised 31.4% of all lawyers and 18.3% of all partners of the Firm. Over the last five years 34.3% of our newly-elected partners have been women. 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 US offices. 10

12 Recruiting Information OPPORTUNITIES AT S&C FRANKFURT In Frankfurt, we have both German- and US-qualified lawyers who practice principally in the capital markets/securities, M&A and finance 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-qualified lawyers to join our expanding German law practice in Frankfurt. For German-qualified 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 office for a period of time prior to joining the Frankfurt office. 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 Frankfurt am Main, Germany ; FAX schnorbusy@sullcrom.com US-QUALIFIED LAWYERS We are particularly interested in recruiting US-qualified lawyers with German language speaking ability for the Frankfurt office. Typically, lawyers would begin in one of our US offices or in London before being assigned to 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 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 ; FAX legalrecruiting@sullcrom.com 11

13 12 Copyright 2012 Sullivan & Cromwell LLP (0512) LG4773

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