information brochure - Sullivan & Cromwell

Sullivan & Cromwell LLP
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.
1

Frankfurt
“Frequently recommended office of
this US firm in Frankfurt, focusing
only on few areas of expertise,
representing however major and
distinguished matters.”
JUVE HANDBOOK, 2012
“Small but extremely strong.”
THE LEGAL 500, GERMANY, 2012
“The client service is outstanding and
the team very much understands the
business side of things. It is always one
step ahead.”
CHAMBERS EUROPE, 2012
2

S
&C has been actively engaged in
market development in Germanspeaking
Europe since 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, US and dual-qualified lawyers. The
recognised strength of our German law team bolsters our position as a
key player in the German legal market.
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 (including private equity)
• financings (ranging from acquisition finance to restructuring advice)
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 highprofile
transactions that require cross-disciplinary knowledge and perfect
transaction management.
Our Frankfurt-based team is part of an integrated global practice allowing
international clients access to the German-speaking markets of Germany,
Austria and Switzerland and giving clients in German-speaking Europe
the benefit of international firm resources.
3

S&C Frankfurt continued
CAPITAL MARKETS/SECURITIES
• Consistently advise on the largest and highest-profile IPOs in Germany, including by LEG Immobilien
(2013), 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 on the €11 billion
capital increase by Commerzbank in 2011 — the largest-ever capital raising in Germany — and
representation of Porsche on its €5 billion capital increase, also in 2011.
• Very strong practice in rights offerings, e.g.: Sky Deutschland (2013); Deutsche Wohnen (2012);
Commerzbank and IVG Immobilien (2011); 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); Deutsche Post (2004).
• Equity capital markets work includes numerous accelerated bookbuilt offerings (ABOs), including by
Deutsche Wohnen (2013) and Commerzbank (2008) (representing the issuer); Continental (2012,
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 on 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 (2011–2013); and the underwriters on the billion-dollar notes offerings of Deutsche
Telekom, most recently in 2012.
“Once again this leading firm for equity
capital markets proved why it deserves
its place at the top of the market.”
JUVE HANDBOOK
ENGLISH VERSION, 2012
4

S&C Frankfurt continued
TOP 10 GERMAN IPOS 2000–2013
S&C acted in nine of the 10 largest German IPOs from 2000 through 2013.
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
Deutsche Postbank** 06/2004 €1.504 billion
O2 (Europe) 10/2012 €1.449 billion
Symrise** 12/2006 €1.398 billion
LEG Immobilien* 01/2013 €1.300 billion
Wacker Chemie** 04/2006 €1.200 billion
Premiere* 03/2005 €1.179 billion
Source: Thomson Reuters and S&C data, February 2013
* S&C counsel to the issuer.
** S&C counsel to the underwriters.
TOP 10 GERMAN RIGHTS OFFERINGS/CAPITAL RAISINGS 2000–2013
(INCLUDING ANNOUNCED)
S&C acted in six of the 10 largest German rights offerings from 2000 through 2013.
Issuer Date Size
Commerzbank** 06/2011 €11.000 billion
Deutsche Bank 09/2010 €10.185 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
Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion
Commerzbank** 05/2013 €2.500 billion
HeidelbergCement 09/2009 €2.313 billion
Merck** 02/2007 €2.06 billion
Source: Thomson Reuters and S&C data, February 2013
* S&C counsel to the issuer.
** S&C counsel to the underwriters.
5

S&C Frankfurt continued
M&A/PRIVATE EQUITY
Advising:
• A consortium of financial institutions on the sale of its stake in Dedalus, an investment vehicle that
owned share capital in European aerospace and defence company EADS (2012 pending)
• the financial adviser to Advent on its €1.623 billion takeover of Douglas (2012)
• Deutsche Wohnen on its €1.235 billion acquisition of companies of the BauBeCon Group from
Barclays Bank (2012)
• HEAG Holding on its $400 million acquisition of E.ON’s 40% stake in HEAG Südhessische Energie
(2012)
• Daimler and Rolls-Royce, through their jointly controlled entity Engine Holding, on the
€3.2 billion acquisition of Tognum (2011)
• Goldman Sachs and Barclays Capital, as financial advisers to MAN on its acquisition by Volkswagen
(2011)
• American Express on its joint venture with vente-privee.com to launch an online platform for private
sales of luxury goods in the US (2011)
• Rhône Capital on its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa,
a wholly owned subsidiary of Evonik Industries (2011)
• Bucyrus on its $1.3 billion acquisition of Terex’s mining equipment business (2010)
• Renault-Nissan on their strategic alliance with Daimler (2010)
• Rio Tinto on the $1.2 billion sale of its Alcan Food Americas packaging business to Bemis (2010)
• Commerzbank on its $14.4 billion acquisition of Dresdner Bank (2009)
• Integra/KOM9 Consortium on its $4.2 billion acquisition of the German municipal utility holding
Thüga from E.ON (2009)
“One of the top US M&A practices with
small but powerful offices in Europe.”
JUVE HANDBOOK, 2010/11
6

S&C Frankfurt continued
FINANCINGS/RESTRUCTURINGS
Advising:
• Deutsche Wohnen on the financing of its acquisition of the BauBeCon Group (2012)
• Whitehall Funds and Cerberus on the restructuring and sale of Harpen Immobilien (2011/2012)
• Various financings for LEG following its acquisition by the Whitehall Funds (2008–2013)
• Rhône Capital in connection with the financing of its $1.3 billion acquisition of Evonik Carbon Black
and other subsidiaries of Degussa (2011)
• Mainova on the refinancing of the equity part of the purchase price relating to the acquisition of Thüga
(2010)
• the Integra/KOM9 Consortium on the financing of its $4.2 billion acquisition of German municipal
utility holding Thüga from E.ON (2009)
• Commerzbank on the first round of financings from the German Financial Market Stabilisation Fund
(SoFFin) (2008/2009)
• Premiere on its restructuring of the company’s financing structure, including two rights offerings
(2008/2009)
• the arrangers on the refinancing of Honsel Group (2007)
• Philips and NXP on the $10.3 billion acquisition of NXP by Kohlberg Kravis Roberts (2006)
“Drawing from its highly-regarded work
as an advisor to financial institutions,
the firm repeatedly secures roles as legal
counsel to other companies.”
JUVE HANDBOOK, 2012
7

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 on their most challenging domestic and cross-border transactional,
competition law, litigation and tax matters.
LONDON
FRANKFURT
PARIS
BEIJING
TOKYO
PALO ALTO
LOS ANGELES
NEW YORK
WASHINGTON, D.C.
HONG KONG
SYDNEY
MELBOURNE
UNITED STATES
600+ LAWYERS
EUROPE
100+ LAWYERS
ASIA/PACIFIC
50+ LAWYERS
New York
Established 1879
Washington, D.C.
Established 1977
Los Angeles
Established 1984
Palo Alto
Established 2000
Frankfurt
Established 1995
London
Established 1972
Paris
Established 1927
Brussels
(Conference Center)
Established 2002
Tokyo
Established 1987
Hong Kong
Established 1992
Beijing
Established 1999
Melbourne
Established 1983
Sydney
Established 2001
8

S&C in Europe
S
&C has a truly international client base, with almost half of its clients
headquartered outside the US. Over 40% of these non-US clients are located
in Europe. Today, more than 100 Europe-based lawyers, including 29 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, comprises 65 lawyers (including 19 partners), nearly half of
whom are English-law qualified. They have 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 advises corporate, government and investment banking clients throughout 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. Today, the
20-lawyer, including 5 partners, 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 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.
9

S&C in Europe continued
MERGERS & ACQUISITIONS / PRIVATE EQUITY
• Sullivan & Cromwell is a leader in global mergers and acquisitions and has long dominated the
M&A league tables. S&C ranks first by value among law firms over the last 10 years, having acted
on approximately $3.96 trillion in announced transactions worldwide. We have acted on 3 of the
top 5 largest announced deals in the five-year period 2008-2012. On each transaction, our lawyers
bring the same level of professionalism, attention to detail, creativity and commercial sensitivity.
• In Europe, we were ranked as the leading US firm in M&A over the five-year period
2008–2012. High profile transactions of the last two years include advising Anheuser-Busch
InBev (Belgium) on its $38.8 acquisition of Goose Island (US) (2011); Apollo Management
(US) on its $1.3 billion acquisition, together with CVC Capital Partners (UK) of Brit Insurance
(Netherlands) (2011); CGI (Canada) on its £2 billion takeover of Logica (UK) (2012); EDF
(France) on the ¤1.4 billion acquisition of the shares it didn’t previously own in EDF Energies
Nouvelles (France) (2011); Goldman Sachs, as financial adviser to Parmalat (Italy) on the $4.7
billion acquisition by Groupe Lactalis (France) of the shares in Parmalat it didn’t already own
(2011); ING (Netherlands) on the $9 billion sale of ING Direct USA’s online banking operations
to Capital One Financial (US) (2012) and Silver Lake Partners (US) and other consortium
members on the sale of Skype (Luxembourg) to Microsoft (US) (2011).
• Nearly all of our lawyers in Europe are involved in M&A work, from public tender and exchange
offers to private equity and other negotiated transactions, to corporate and structuring advice.
EUROPEAN M&A RANKINGS: INTERNATIONAL FIRMS
Deals announced with any European involvement. – Ranked by dollar value ($ millions)
2008–2012
Linklaters – $903.0
Freshfields – $749.0
Sullivan & Cromwell – $580.1
Clifford Chance – $549.5
Skadden – $520.6
Allen & Overy – $447.6
Latham & Watkins – $423.6
Cleary Gottlieb – $357.2
Source: Bloomberg, January 7, 2013 Data includes representations of principals and financial advisers
10

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 LEG Immobilien, Deutsche Wohnen and Sky
Deutschland (Germany); Anheuser-Busch InBev (Belgium); Barclays (UK); Unipol
(Italy); Mail.ru Group (Russia); and billion-dollar debt offerings Daimler, KfW and
Rentenbank (Germany); Anglo American, BP, Diageo, Standard Chartered and
JaguarLandRover (UK); Banque PSA, CEB, EDF and Total (France); European
Investment Bank (Luxembourg); Statoil (Norway); and Philips (Netherlands),
among others.
SEC-REGISTERED AND RULE 144A OFFERINGS BY EUROPEAN ISSUERS
COUNSEL TO ISSUER OR UNDERWRITERS*
Ranked by Value$1,581.3 billion total value Value ($ billions) and percentage of total
2008–2012
Sullivan & Cromwell — $464.7 (29%)
Davis Polk — $259.0 (16%)
Linklaters — $245.1 (16%)
Simpson Thacher — $224.7 (14%)
Cleary Gottlieb — $214.6 (14%)
Cravath — $213.4 (13%)
Ranked by Number 1,213 total transactions Number and percentage of total
2008–2012
Sullivan & Cromwell — 184 (15%)
Davis Polk — 177 (15%)
Linklaters — 175 (14%)
Allen & Overy — 152 (13%)
Cravath — 149 (12%
Latham & Watkins — 139 (11%))
Source: Thomson Reuters, January 31, 2013
* 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.
11

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
reorganisations and restructurings involving both distressed and non-distressed assets.
In the pursuit of their strategic objectives, and with continued uncertainty in Eurozone
markets, clients have turned to us for innovative, business-oriented advice. Highlights of
our recent work in these areas include advising:
• 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
• 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)
• Fiat (Italy) and Chrysler Group (“New Chrysler”) (US) in connection with the purchase of substantially
all the assets of Chrysler out of bankruptcy (2009)
• Kodak (US) on certain aspects of its European restructuring (2012)
• Endemol (Netherlands) on its financing arrangements and subsequent restructuring (2011)
• General Electric (US) on the restructuring of its French operations (2012)
• LHC.Clearnet Group on financing aspects of its acquisition of International Derivatives Clearing
Group (2012)
12

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 specialised
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. As of January 2013, the
Firm had elected 39 partners worldwide in the previous six years. Of these, 13 are
women and 11 are minorities. With diverse backgrounds, our lawyers speak over
30 languages fluently and come from 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 US offices.
13

Recruiting Information
OPPORTUNITIES AT S&C FRANKFURT
In Frankfurt, we have both German- and US-qualified lawyers in the Firm’s General
Practice/Corporate Group who practice primarily in the areas of capital markets/
securities, M&A (including private equity) and financings (ranging from acquisition
finance to restructuring advice). We are actively recruiting at the entry level and are open
to applications from lawyers with professional experience.
GERMAN-QUALIFIED LAWYERS
We are actively recruiting German-qualified lawyers to join our expanding German law
practice in Frankfurt. Applicants for German associate positions must have completed
the second Staatsexamen. A German doctorate degree and/or an LL.M. degree is
desirable but not essential. German lawyers with an LL.M. degree may also 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 are offering stages for Referendare (m/w), positions for Wissenschaftliche Mitarbeiter
(m/w), as well as internships for Praktikanten (m/w). We are determined to provide
aspiring lawyers with a hands-on experience in our transactional practice, but are well
aware that particularly our Referendare and Wissenschaftliche Mitarbeiter have to
balance their commitment to the Firm with the demands of a successful completion of
their formal legal education.
German-trained lawyers should direct inquiries and their applications to the following
address:
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
schnorbusy@sullcrom.com
14

US-QUALIFIED LAWYERS
We are particularly interested in recruiting US-qualified lawyers with German language
speaking skills 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 10004
Phone: +1 212 558 4000
Fax: +1 212 558 3588
legalrecruiting@sullcrom.com
15

Copyright © 2013 Sullivan & Cromwell LLP (0314) | LG4773

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