s&c frankfurt office · 2018. 11. 14. · tom tailor holding (2010); hhla (2007); cropenergies,...

S&C FRANKFURT OFFICEA N E X C E P T I O N A L O P P O R T U N I T Y

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f ounded 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 almost 140 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.

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Our Frankfurt Offi ce

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“ Is one of the leading Firms in US-German legal transactions.”

J U V E H A N D B O O K , B A N K I N G A N D F I N A N C E ( 2 0 1 8 )

“ The highly recommended Frankfurt offi ce of this US fi rm managed to top its very

impressive work of last year.”

J U V E H A N D B O O K ( 2 0 1 7 )

S&C has been actively engaged in market developments in German-speaking Europe

since it opened the Frankfurt offi ce 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-qualifi ed lawyers.

Our Frankfurt-based lawyers advise industrial companies, private equity and other investors,

and fi nancial institutions, offering specialist expertise in general corporate law and, in

particular, in:

capital markets/securities

mergers & acquisitions/private equity

fi nancing/restructuring

Our consistent strengths in capital markets, M&A/private equity and fi nancing/restructuring

transactions, and our extensive experience in all these areas, have enabled our Frankfurt

team to work on many complex and high-profi le 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 benefi t of international fi rm resources and allowing international clients

access to the German-speaking markets of Germany, Austria and Switzerland.

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Capital Markets

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S&C’s Frankfurt team has a long track record of advising on many of the most

signifi cant 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, 2016 and 2017 in light of our role in virtually every major IPO to close in each

respective year. Most recently, we were named “Equity team of the year” at the 2017 IFLR

European Awards. S&C continues to advise on a healthy mix of issuer, underwriter and

selling shareholder engagements.

“ One of the top tier law fi rms for IPOs and capital increases in Germany.”


“ The ‘impressive’ ECM practice has established itself in the last few years as the ‘absolute

number one’ and the ‘market leader’ in Germany.”

L E G A L 5 0 0 G E R M A N Y ( 2 0 1 7 )

“ The fi rm is without a doubt the market leader for equity and capital markets law, outlining

its outstanding role in an impressive manner. S&C was able to gain a further share of top

transactions as it has remarkably done so in previous years.”

J U V E H A N D B O O K ( 2 0 1 6 )

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Capital Markets continued

Since 2000, S&C has been involved in 17 out of the 18 largest IPOs in Germany.:

Issuer Date Size

Deutsche Post* 11/2000 €6.246 billion

Infi neon Technologies* 03/2000 €6.069 billion

innogy** 10/2016 €4.641 billion

Siemens Healthineers** 03/2018 €4.200 billion

T-Online International** 04/2000 €2.870 billion

Tognum** 06/2007 €2.012 billion

Deutsche Postbank** 06/2004 €1.814 billion

Covestro** 10/2015 €1.579 billion

Rocket Internet* 10/2014 €1.500 billion

Telefonica Deutschland 10/2012 €1.449 billion

DWS Group** 03/2018 €1.400 billion

Symrise** 12/2006 €1.398 billion

LEG Immobilien* 01/2013 €1.300 billion

HHLA** 01/2007 €1.166 billion

Deutsche Pfandbriefbank* 07/2015 €1.156 billion

Scout24** 09/2015 €1.024 billion

Delivery Hero* 07/2017 €1.000 billion

Schaeffl er* 10/2015 €0.937 billion

Source: Thomson Reuters and S&C data, April, 2018

* S&C counsel to the issuer.

** S&C counsel to the underwriters.

Furthermore, prior to 2015 we advised on the IPOs and listings of Braas Monier, Deutsche Annington Immobilien (Vonovia), Deutsche Wohnen, KION Group, LEG Immobilien, Orion Engineered Carbons, PAION, Rocket Internet, TLG Immobilien, United Internet and Zalando (2014); 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.

Finalist, for work on the €5.0 billion initial public offering of innogy

“Deal of the Year – Equity”

I F L R E U R O P E A N A W A R D S ( 2 0 1 7 )

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Below we detail some of our 2016-18 work highlights, with IPO transactions shaded in

blue:

2 01 6 – 18 E C M H I G H L I G H T S

Issuer Type Size

Bayer* Rights offering €9 billion (aggregate)

BUWOG** capital increase €326 million

DWS Group** IPO €1.4 billion

Delivery Hero* IPO €1.00 billion

Deutsche Wohnen* ABO €60 million

Dermapharm Holding* IPO €377 million

Deutsche Wohnen* ABO €1.80 billion

Hello Fresh* IPO €276 million

home24 IPO €173 million

innogy** IPO €5.00 billion

Instone Real Estate Group* IPO €428 million

Landis+Gyr Group IPO €1.99 billion

OFFICEFirst Immobilien IPO (abandoned) €880 million

PAION* capital increase €10 million

ProSiebenSat.1 Media* ABO €51.5 billion

Schaeffl er** post-IPO €1.24 billion

Scout24** IPO €36 million

Sensirion IPO €248 million

Siemens* ABO €1.20 billion

Siemens Healthineers** IPO €4.2 billion

TLG Immobilien** ABO €550 million

Source: Thomson Reuters and S&C data, July, 2018



*** S&C counsel to the selling shareholder(s).

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Issuer Date Size

Deutsche Telekom** 06/2000 €13.30 billion

Deutsche Bank 10/2010 €10.18 billion

Commerzbank** 06/2011 €9.54 billion



Bayer* 04/2018 €6.00 billion

Infi neon Technologies* 03/2000 €5.40 billion

Porsche* 04/2011 €4.99 billion

innogy ** 10/2016 €4.54 billion

Allianz* 04/2003 €4.48 billion

Source: Thomson Reuters and S&C data, February, 2018



For rights offerings/capital increases prior to 2015 we represented PAION (2014); 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 2015 also includes numerous accelerated bookbuilding offerings (ABOs), including

by LEG Immobilien (2014); Deutsche Wohnen (2013), Sky Deutschland (2012) and Commerzbank (2008)

(representing the issuers); Schaeffl er (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).


“ S&C is a German market leader, having advised on many of the largest and most complex

equity issues over the last decade.”

L E G A L 5 0 0 ( 2 0 1 7 )

Since 2000, S&C has been involved in 7 of the 10 largest capital increases in Germany:

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Source: Thomson Reuters, February 2018

* Securities include SEC-registered public offerings and private offerings in reliance on Rule 144A by German issuers. We exclude deals under $50

million and offerings undertaken by “General Counsel”. The value attributed to each transaction is Thomson’s “Principal Amount + Overallotment Sold

All Markets.” Full deal value is accorded to each fi rm Thomson recognizes as involved in the deal.

E Q U I TY O F F E R I N G S I N G E R M A N Y

( C O U N S E L TO T H E U N D E RW R I T E R S )

Ranked by value ($ billion) and percentage of total

U. S. - B AS E D F I R M S : 2 017

Sullivan & Cromwell — $3.65 (68.4%)

White & Case — $1.22 (21.0%)

Jones Day — $0.32 (6.00%)

Latham & Watkins — $0.24 (4.3%)


* Securities include initial public offerings by European issuers. The value attributed to transactions is Thomson’s “Principal Amount + Overallotment

Sold All Markets.” Full deal value is accorded to each fi rm Thomson recognises as involved in the deal.

N U M B E R O N E R A N K E D I P O BY E U R O P E A N I S S U E R S

( C O U N S E L TO T H E U N D E RW R I T E R S )

Ranked by value ($ billion) and percentage of total

U. S. - B AS E D F I R M S : 2 017

Latham & Watkins — $0.49 (9.9%)

Sullivan & Cromwell — $0.40 (8.1%)

Kirkland & Ellis — $0.35 (7.0%)

Skadden — $0.35 (7.0%)

Davis Polk — $0.34 (6.8%)

“ S&C continues to be one of the leading Firms in ECM. Competitors as well as clients show

unanimous respect for its outstanding presence.”


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S&C is the market leader among law fi rms advising German issuers and underwriters

on debt offerings with a U.S. component (SEC registered or Rule 144A), as

demonstrated by independent data compiled by Thomson Reuters. We obtained a #1

ranking for the fi ve year period 2013-2017.

In the area of debt capital markets, we acted as ongoing counsel for bond offerings by KfW (2006–2017),

Landwirtschafl iche Rentenbank (2006–2016) and the Council of Europe Development Bank (2010–2018), among

others, in addition to bond issuances by Bayer (2016, 2014), Daimler (2011–2013), Deutsche Annington (Vonovia) (2013–2015), Deutsche Telekom (2006–2018), Deutsche Wohnen (2013–2017), Drillisch (2013) and LEG (2017).


* Securities include SEC-registered public offerings and private offerings in reliance on Rule 144A by German issuers of the following types (as

designated by Thomson ONE Banker under “SDC Deal Types”): U.S. Convertible Debt, U.S. Convertible Preferred Stock, U.S. Non-Convertible Debt and

U.S. Non-Convertible Preferred Stock. Excluded from these are asset- and mortgage-backed securities, certifi cates of deposit and MTN takedowns. In

addition, we exclude deals under $50 million and offerings undertaken by “General Counsel”. The value attributed to each transaction is Thomson’s

“Principal Amount + Overallotment Sold All Markets.” Full deal value is accorded to each fi rm Thomson recognizes as involved in the deal.

N U M B E R O N E R A N K E D I N S E C - R E G I ST E R E D A N D R U L E 1 4 4 A D E B T O F F E R I N G S

BY G E R M A N I S S U E R S * ( C O U N S E L TO T H E U N D E RW R I T E R )

Ranked by value ($ billion) ($291.57 billion total value)

A L L F I R M S : 2 01 3 – 2 017

Sullivan & Cromwell — $270.00

Allen & Overy — $35.28

Hengeler Mueller — $32.04

Freshfi elds — $24.91

Linklaters — $24.11

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Award Winning Practice

W H AT T H E P R E S S S AY A B O U T U S

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Winner, “Capital Markets Group of the Year” by Law360 (2016)

Winner, “Securities Law Firm of the Year Germany” by Lawyer

Monthly Legal Awards (2015)

Finalist, “International Law Firm of the Year” by IFLR European

Awards (2017)

“Sullivan & Cromwell undoubtedly takes one of the leading positions in the area of

public takeovers within the German market.”

LEGAL 500 Germany (2017)

“Sullivan & Cromwell continues to earn its renown throughout the world as a law

fi rm with a broad transactional practice, and a fi rm whose attorneys elegantly

blend technical legal expertise with commercial sensibility.”

LEGAL 500 (2017)

“The ‘undisputed market leader,’ Sullivan & Cromwell LLP has ‘successfully’

positioned itself as the ‘absolute leading law fi rm,’ having a ‘substantial share of

the market’ and offering the ‘best level of service in the German market’.”

LEGAL 500 (2016)

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M&A/Private Equity

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Sullivan & Cromwell consistently ranks as a leading adviser on German and global

M&A deals. Despite the comparatively small size of our team in Germany, Sullivan

& Cromwell ranks fi rst in the 2016 Thomson Reuters German M&A rankings (ranked

by value) and received the JUVE Awards as “Law Firm of the Year for M&A” (2016, and

fi nalist in 2015 and 2017)

H I G H L I G H T G E R M A N P U B L I C A N D P R I VAT E M & A D E A L S

Our Frankfurt offi ce has worked as counsel on some landmark transactions over the last eight years, such as advising:

Praxair (U.S.)

in connection with its potential $67 billion merger of

equals with Linde (Germany) (pending)

Bayer (Germany)

on its $66 billion acquisition of Monsanto (2018)

Centaurus Capital LP (U.S.)

together with a group of investors, on their acquisition

of 94.9 percent of HSH Nordbank AG’s (Germany)

shares for total consideration of approximately €1

billion (pending)

Morgan Stanley Infrastructure Partners (U.S.)

in connection with its planned € 1.5 billion takeover of

VTG AG (pending)

Beos (Germany)

advised shareholders of Beos AG on the company’s

sale to Swiss Life Holding AG for an undisclosed

amount (2018)

Uniper (Germany)

in connection to a proposed voluntary tender offer

for all its shares launched by competitor Fortum SE

(Finland). The offer values Uniper shares at a total of

$9.48 billion (2018)

Drillisch (Germany)

on its €8.25 billion business combination with United

Internet (Germany), including a public tender offer to

all shareholders of Drillisch (2017)

OFFICEFIRST Immobilien (Germany)

on its sale to Blackstone Real Estate Partners Europe

IV for €3 billion

TLG Immobilien (Germany)

in connection with the €930 million public exchange

offer for WCM Beteiligungs- und Grundbesitz-AG

(Germany) (2017)

40 North Management (U.S.)

on its acquisition of a 29.1% stake in Braas Monier

Building Group and Standard Industries in connection

with its subsidiary Marsella Holdings’ $2.1 billion

pending acquisition of Braas Monier Building Group

(Luxembourg) (2017)

Voith (Germany)

on the sale of its stake in KUKA (Germany), in a

transaction which valued KUKA at approximately $5.1

billion (2017)

Alibaba (China)

on the acquisition of a controlling stake in Lazada

(Singapore) through the acquisition of newly issued

shares along with existing shares (2016)

Deutsche Wohnen (Germany)

on the successful raid defense against the unsolicited

proposed takeover by Vonovia SE for $14.7 billion

(2013–2016)

Lone Star Real Estate Fund IV (U.S.)

in connection with its affi liate’s voluntary public

takeover offer to the shareholders of ISARIA Wohnbau

(Germany) for approximately €317 million (2016)

Verifone Holding (Germany)

on its acquisition of all shares in paymorrow

Oaktree (Germany)

on the sale of its 61% in listed Deutsche Offi ce

(Germany) to Alstria (Germany) followed by a

takeover offer by Alstria to the remaining outstanding

shareholders of Deutsche Offi ce (2015)

Standard Industries (U.S.)

on its defi nitive agreement to acquire Icopal (U.K.) for

€1 billion (2016)

Diebold (U.S.)

on its €1.7 billion public takeover of Wincor Nixdorf

(Germany) (2016)

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Source: Bloomberg, February 2018– Data includes deals announced with German target or acquiror.

Source: Mergermarket, February 2018 – Data includes deals announced with German target or acquiror.

A N N O U N C E D M & A T R A N S AC T I O N S W I T H G E R M A N TA R G E T O R AC Q U I R O R

A N N O U N C E D M & A T R A N S AC T I O N S W I T H G E R M A N TA R G E T O R AC Q U I R O R

Deals announced with German target or acquiror – ranked by value ($ billion)

Deals announced with German target or acquiror – ranked by value ($ billion)

A L L F I R M S : 2 01 6 – 2 017

U. S . - B AS E D F I R M S : 2 0 0 8 – 2 017



Freshfi elds — $269.8

Shearman & Sterling — $111.9

Clifford Chance — $257.8

Skadden— $72.5

Hengeler Mueller — $212.8

Cravath — $72.1

M&A/Private Equity continued

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“ S&C [advises] on the largest, most complex M&A mandates in the market.[…] ‘Sullivan &

Cromwell is the best when it comes to understanding the commercial merits of a transaction; it

is a key strategic adviser to the client’.

C H A M B E R S E U R O P E – C O R P O R A T E / M & A : G E R M A N Y ( 2 0 1 7 )

“ Sullivan & Cromwell undoubtedly takes one of the leading positions in the area of public

takeovers within the German market.”

L E G A L 5 0 0 G E R M A N Y ( 2 0 1 7 )

“ The highly recommended Frankfurt offi ce of this US fi rm managed to top its very impressive

work of last year.”

J U V E H A N D B O O K ( 2 0 1 7 )

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We have advised clients on many recent, signifi cant domestic and cross-border M&A

and private equity transactions involving principals as well as fi nancial advisers.

A DV I S I N G P R I N C I PA L S ( 2 01 6 – 2 018 ) :

Praxair (U.S.)

in connection with its potential $67 billion merger of

equals with Linde (Germany) (pending)

Bayer (Germany)

on its $66 billion acquisition of Monsanto (U.S.)

(2018)

Centaurus Capital LP (U.S.)

together with a group of investors, on their

acquisition of 94.9 percent of HSH Nordbank

AG’s (Germany) shares for total consideration of

approximately €1 billion (pending)

Morgan Stanley Infrastructure Partners (U.S.)

in connection with its planned € 1.5 billion takeover

of VTG AG (pending)

Beos (Germany)

advised shareholders of Beos AG on the company’s

sale to Swiss Life Holding AG for an undisclosed

amount (2018)

Uniper (Germany)

in connection to a proposed voluntary tender offer

for all its shares launched by competitor Fortum SE

(Finland). The offer values Uniper shares at a total of

$9.48 billion (2018)

40 North Management (U.S.)

in its acquisition of a 29.1% stake in Braas Monier

Building Group S.A. (Luxembourg) (2017)

Drillisch (Germany)

on its proposed €5.85 billion acquisition of 1&1

Telecommunication (Germany) from United Internet

(Germany) against new Drillisch shares and in

connection with United Internet’s concurrent tender

offer to Drillisch shareholders for approximately €3

billion (2017)

TLG Immobilien (Germany)

in connection with the €930 million public exchange

offer for WCM Beteiligungs- und Grundbesitz-AG

(Germany) (2017)

OFFICEFIRST Immobilien (Germany)

on its sale to Blackstone Real Estate Partners Europe

IV (U.S.) for €3 billion (2017)


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Standard Industries Inc. (U.S.)

in connection with its subsidiary Marsella Holdings’

(Luxembourg) $2.1 billion pending acquisition of

Braas Monier Building Group (Luxembourg) (2017)

Voith (Germany)

on the sale of its stake in KUKA (Germany) in a

transaction which valued KUKA at approximately

$5.1 billion (2017)

Alibaba (China)

on the acquisition of a controlling stake in Lazada

(Singapore) through the acquisition of newly issued

shares along with existing shares (2016)

Diebold (U.S.)

on its €1.7 billion business combination agreement

with Wincor Nixdorf (Germany) (2016)

Deutsche Wohnen (Germany)

on the successful raid defense against the unsolicited

proposed €14 billion takeover of Vonovia (2016); on its

attempted voluntary public tender offer to acquire all

outstanding conwert Immobilien Invest (Austria) shares

and convertible bonds and on the related fi nancing (by

means of a bridge facility) (2015); and on its attempted

voluntary public tender offer to acquire all outstanding

shares of LEG Immobilien (Germany) (2015)

Lone Star Real Estate Fund IV (U.S.) and Lone Star Real Estate Fund IV (Bermuda)

in connection with its affi liate, LSREF4 ARIA

Beteiligungs Gmbh & Co. KG’s (Germany), voluntary

public takeover offer to the shareholders of ISARIA

Wohnbau (Germany) for an enterprise value of

approximately €317 million (2016)

Standard Industries (U.S.)

on its defi nitive agreement to acquire Icopal (U.K.)

from Investcorp for approximately €1 billion (2016)

Verifone Holding (Germany),

wholly owned subsidiary of Verifone, Inc. (U.S.),

in connection with its acquisition of Paymorrow

(Germany) (2016)

A consortium comprising APG Asset Management (Netherlands), Arcus Infrastructure Partners LLP (U.K.), Brookfi eld Infrastructure Group (Bermuda) and

Public Sector Pension Investment Board (Canada)

on the $4.4 billion acquisition of TDF (France) (2015)

Axel Springer (Germany)

on its acquisition of Business Insider (U.S.) (2015)

Deutsche Annington (Vonovia) (Germany)

on its public exchange offer (combined cash and

exchange offer) to all shareholders of GAGFAH

(Luxembourg) for €9.8 billion (2015)

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S&C is a leading international law fi rm for M&A: no other law fi rm has successfully

completed as many M&A transactions in the past decade, when measured in terms of

the total transaction value of announced deals. With a total announced transaction volume

of approximately €4.3 trillion, S&C is the leading law fi rm in mergers and acquisitions

worldwide.

Globally, S&C also ranks as the top law fi rm for M&A:

Source: Thomson Reuters, February 2018 – Data include representations of both principals and fi nancial advisers.

Source: Thomson Reuters, February 2018 – Data includes announced and completed deals with any European involvement.

E U R O P E A N M & A R A N K I N G S

Deals announced with any European involvement – ranked by value ($ billion)

U. S. - B AS E D F I R M S : 2 0 0 0 – 2 017

G LO B A L M & A R A N K I N G S

Ranked by value ($ billion)

A L L F I R M S : 2 017

Sullivan & Cromwell — $2,244

Sullivan & Cromwell — $466

Cleary Gottlieb — $1,869

Skadden — $464

Cravath— $1,698

Simpson Thacher — $386

Davis Polk — $1,577

Davis Polk — $339

Skadden — $1,573

Cleary Gottlieb — $333

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Financing/Restructuring

S&C’s Frankfurt offi ce has extensive experience advising borrowers and fi nancial sponsors,

as well as commercial banks, investment banks and other institutional lenders, on a broad

range of fi nancing matters, including acquisition fi nancings, refi nancing transactions and debt

restructurings. This includes advising on credit facility agreements, as well as debt capital

market transactions. S&C was named “loans team of the year”, as well as being shortlisted for

“debt and equity-linked team of the year” at the 2017 IFLR Eurpoean Awards.

Representative transactions include advising:

Morgan Stanley Infrastructure Partners in

connection with a 750 million bridge facility to fi nance

the planned takeover of VTG AG (pending);

Tele Columbus in connection with the private

placement of EUR 650 million 3.875% senior secured

notes maturing in 2025 in Germany and elsewhere

pursuant to Regulation S and Rule 144A under the

U.S. Securities Act (2018);

Deutsche Wohnen in connection with a bridge

loan fi nancing and other related fi nancings linked

to the expansion of its portfolio (2017); and in the

establishment of a commercial paper program and

several private bond placements (2017);

Goldman Sachs International, J.P. Morgan Securities and BNP Paribas, as arrangers and

original lenders, in connection with the following

transactions relation to the €1.255 billion senior

facility agreement for TeleColumbus: refi nancing

of a second lien facility by issuing an additional

senior term facility in the amount of €1.255 billion;

and an amendment of the senior facility agreement

resulting in an extension of the term and repricing

(2016) representing Goldman Sachs as arranger in

an amendment, repricing the term loan facility and

stripping the fi nancial covenants (2017);

HelloFresh in a €60 million working capital facilities

agreement with BNP Paribas, Rabobank, Deutsche

Bank and JP Morgan (2017);

LEG Immobilien on the amendment of several

real estate fi nancings in an aggregate amount of

approximately €900 million to secure favourable

fi nancing conditions and extend maturities, on the

fi nancing on the acquisition of real estate portfolios

(2015) as well as its inaugural €500 million standalone

bond issuance (2017);

Tinicum portfolio company AMI Doduco in an

amendment of its $150 million precious metals

consignment agreement (2017);

Diebold, on the fi nancing of its acquisition of Wincor

Nixdorf (2016);

A.T.U Auto Teile Unger, representing the

bondholders, in a series of restructuring transactions

(2013-2016), which included a new investment of

€109 million by existing note holders and a new €75

million third-party senior secured credit facility, which

served to reduce A.T.U’s indebtedness by over €500

million (2014). The transaction was a fi nalist in the

IFLR European Awards 2015 for “Deal of the Year –

Restructuring” and is shortlisted at the IFLR European

Awards 2017 for “Deal of the Year – Restructuring”;

Bayer on its mandatory convertibles concurrent

placement in connection with its $67 billion

acquisition of Monsanto (2016);

HelloFresh in a €20 million working capital facility

with Rabobank and in an up to €50 million shareholder

fi nancing from Rocket Internet (2016);

Deutsche Annington (Vonovia) on the fi nancing

(credit facilities and hybrid bonds) of its acquisition of

GAGFAH (2015);

Deutsche Wohnen on the fi nancing (by means of a

bridge facility) of its attempted voluntary public tender

offer to acquire all outstanding conwert Immobilien

Invest SE’s shares and convertible bonds and in the

issuance of its inaugural (unsecured) bond over an

amount of €500 million, listed in Luxembourg (2015);

Goldman Sachs International, J.P. Morgan Securities and BNP Paribas as underwriters and

arrangers for the acquisition fi nancings in connection

with Tele Columbus Group’s acquisitions of (i) the

PrimaCom group (2015), and (ii) the pepcom group

(2015);

23

Tele Columbus, advising the mandated lead

arrangers, in relation to a signifi cant refi nancing of

its existing indebtedness in connection with its €510

million IPO, involving a €500 million senior facilities

agreement consisting of term loan, capex and revolving

facility loans (2015);

ZF Friedrichshafen on the fi nancing of its acquisition

of TRW Automotive Holdings Corp. (2015);

Morgan Stanley and other lenders on a €200 million

revolving credit facility agreement for Zalando (2014);

Zim Integrated Shipping Services on the

restructuring of its fi nancing and capital markets

fi nancings, which was the largest restructuring in

Israeli history. This involved fi nancings governed by

English, New York, German and Israeli law, as part of

its $2.3 billion debt restructuring and debt for equity

swap. The restructuring included new syndicated

secured loan agreements along with a high-yield issue

of notes now listed on the Tel Aviv stock exchange.

The transaction was named “Restructuring Deal of the

Year” at the M&A Advisor 2014 Dealmakers’Awards

(2014);

A refi nancing program in excess of €2 billion for

German residential real estate group LEG from

2008 through 2013, as well as advising LEG on other

fi nancing matters;

Whitehall Funds and Goldman Sachs Real Estate

on various acquisition fi nancing and debt restructuring

matters in Europe; and

Tinicum portfolio company AMI Doduco on the initial

negotiation and several amendments of a precious

metals consignment agreement and on other working

capital fi nancings (from 2011).

Internationally, the fi nancing practice of S&C has

advised Alcatel-Lucent (U.K.), Apollo (U.K.), Elis

(France), Rhône Capital (U.S.), Fiat (Italy), the

Chrysler Group (U.S.), Kodak (U.S.), Endemol (the

Netherlands), General Electric (U.S.), LHC.Clearnet Group (U.K.) and Expro (U.K), among others.

Winner, “Deal of the Year – Loans” by IFLR European Awards (2017)

for work on Bayer’s syndicated bridge loan in connection with the

fi nancing of its $66 billion acquisition of Monsanto

24

“ Sullivan & Cromwell LLP has a strong public takeover track record and particular

expertise in the real estate, industrial, media, technology, life sciences and

e-commerce sectors.”

L E G A L 5 0 0 E M E A

C O R P O R A T E A N D M & A – G E R M A N Y 2 0 1 7

“ ‘Very solution-driven and excellent technical abilities’.”

I F L R 1 0 0 0 ( 2 0 1 7 )

“ A client from the banking sector that did M&A work with the fi rm says: ‘I have worked

with Sullivan & Cromwell on three transactions and used their services on numerous

pitches. I think they are responsive and know how to drive the process. They have

provided quality advice and helped to deliver fi rst class service in a fi rst class way’.”

C H A M B E R S G L O B A L ( 2 0 1 7 )

“ Sullivan & Cromwell is fantastic. The lawyers are thorough, responsive and always one

step ahead.”

C H A M B E R S G L O B A L ( 2 0 1 6 )

“ The lawyers… enjoy an exceptional reputation among competitors for the quality of

their work.”

J U V E H A N D B O O K ( 2 0 1 5 )

A W A R D W I N N I N G

R E S T R U C T U R I N G P R A C T I C E

25

Finalist, “Deal of the Year – Restructuring”, for work on the restructuring of A.T.U Auto Teile Unger, by the IFLR European Awards (2017)

Finalist, “Restructuring Team of the Year” by Legal Week ’s British Legal Awards (2016, 2017)

Winner, “IFT Adviser of the Year Award” for Towergate’s Insurance Group restructuring (2015)

Winner, “Financial Restructuring 2015” by Institute for Turnaround on the restructuring of Zim Integrated Shipping Services (2015)

Finalist, “Restructuring Team of the Year” by the IFLR European Awards (2015)

26

Since our Frankfurt offi ce was opened in 1995, our current team of approximately

25 lawyers has grown continuously. Our lawyers advise on a wide range of legal areas

without being assigned to a specifi c practice group. Today, our German practice is focused

on three core ‘pillars’ – Capital Markets, M&A and Private Equity, and Finance and

Restructuring – areas of law in which we are frequently instructed to work on signifi cant

deals, due to our strength and experience in these fi elds. We consistently seek to grow our

Frankfurt offi ce and see ourselves as a part of an integrated European advisory practice

that combines the advantages of a small entity with the prowess of a global market leader.

Associates at our Firm can expect exceptionally interesting transactional work and a

high degree of responsibility from day one onwards.

Our Team

“ Founded in New York City in 1879, Sullivan & Cromwell LLP, S&C for short, is the

most prestigious long-established American law fi rm and belongs among the best

corporate law fi rms. Having been represented in Frankfurt since 1995, the fi rm has

an excellent reputation thanks to its capital markets and M&A practices. Other core

components of the German offi ce include cross-border private equity transactions and

restructuring.”

S T A U F E N B I E L T O P E M P L O Y E R S F O R L A W Y E R S ( 2 0 1 6 )

“ Sullivan & Cromwell is fantastic. The lawyers are thorough, responsive and always

one step ahead.”

C H A M B E R S G L O B A L ( 2 0 1 6 )

“ The fi rm has an impressive track record in M&A.”

A Z U R 1 0 0 – T O P E M P L O Y E S ( 2 0 1 6 )

27

A W A R D W I N N I N G P R A C T I C E

W H AT T H E P R E S S S AY A B O U T U S

Finalist, “International Law Firm of the Year”

by the IFLR European Awards (2017)

Winner, “Law Firm of the Year for M&A” in Germany by

JUVE Handbook (2016)

Winner, “M&A Group of the Year” Law360 (2015)

28

S&C in Europe

29

Drawing on over 135 years of leadership in the industry, Sullivan & Cromwell provides

its global clients with an unparalleled level of expertise across a range of practice

areas. Today, our integrated European teams of more than 120 U.S. and European lawyers

makes us a premier choice of counsel for cross-border transactions in Europe, as well as

on transactions that have multijurisdictional elements. We offer expertise with respect to

German, French, English, EU and U.S. law.

LO N D O N

S&C’s London offi ce, established in 1972, comprises approximately 85 lawyers (including 21 partners), nearly half of whom are English-law qualifi ed. They have expertise in U.K. and U.S. corporate fi nance, M&A, private equity, credit, leveraged and acquisition fi nance, project fi nance, restructuring, EU and U.K. competition law and U.S. antitrust, real estate, litigation and U.K. and U.S. tax. The London offi ce advises corporate, government and investment banking clients doing business in Europe, Africa, and the Middle East and Gulf regions, the former CIS and Central Asia.

PA R I S

The S&C Paris offi ce, fi rst opened in 1927, is the oldest of the Firm’s European offi ces. The Paris-based team comprises approximately 20 lawyers, and has complementary French and U.S. 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. More than half of our Paris-based lawyers practice French and EU law.

B R U S S E L S

The S&C Brussels offi ce, established in 2017, works seamlessly with lawyers from other S&C offi ces to advise global clients in all areas of EU and German competition law, with a particular focus on representing clients before the European Commission and courts in relation to complex merger reviews as well as cartel and monopolization investigations.

L O N D O N

PA L O A LT O N E W YO R K

WA S H I N G T O N , D . C .L O S A N G E L E S

30

Integrated Legal ServicesThrough an international network of 13 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 advice on domestic and international transactions. Our team of more than

875 lawyers comes from approximately 40 countries, speaks over 30 languages and is made

up of graduates from over 150 different law schools. This diversity allows us to put together a

multicultural, interdisciplinary team of the highest quality anytime regardless of the matter.

U.S.700 +

Lawyers

Unique Business Model

B R U S S E L S

PA R I S

F R A N K F U R T

B E I J I N G

H O N G K O N G

T O K YO

M E L B O U R N ES Y D N E Y

31

EUROPE120 +

Lawyers

ASIA/PACIFIC

50 + Lawyers

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.

32

Diversity and Inclusion

33

Sullivan & Cromwell is committed to fostering a diverse and inclusive work

environment. We believe that diversity is vital to the Firm’s ability to provide our

clients with the highest level of service. Accordingly, the Firm’s culture and policies

value the unique abilities and perspectives of every individual and support diversity in

its broadest sense, including race, gender, ethnicity, sexual orientation, gender identity,

gender expression, disability and religious affi liation.

Every S&C lawyer should feel encouraged to bring his or her “whole” self to work daily,

knowing that the wider the array of backgrounds, perspectives and life experiences one has

to draw from, the broader the lens through which the complex legal issues we work on can

be viewed, and the more solutions we can offer our clients. We are committed to providing

associates with an environment that encourages their development, recognizes and values

them for who they are, and provides opportunities for them to advance and excel. All of the

programs and initiatives we undertake have these objectives in mind.

To that end, we maintain a number of active lawyer networks that meet regularly to

facilitate the professional development and advancement of their members, and to

enhance the inclusive environment at the Firm overall: the Asian Associates Network,

the LGBT Network, the Network of Black & Latino Lawyers and the Women’s Initiative

Committee. Although each is unique, the networks are united in two overarching goals: to

increase diversity and to promote inclusion within the S&C community. To do so, they (i)

offer a candid forum for members to discuss topics of interest; (ii) host panel discussions

and speakers on a variety of educational topics to enrich the Firm’s professional

development initiatives; (iii) provide mentorship opportunities; and (iv) actively

participate in the law student recruiting process.

34

Why Choose S&C?

35

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 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. With diverse backgrounds, our lawyers speak over 30 languages fl uently and come from approximately 40 different countries.

Handwritten contract signed in 1879 by S&C’s founders Algernon Sydney Sullivan and William Nelson Cromwell, establishing the Firm’s fi rst offi ce at Wall and Broad Streets, New York.

36

Your Career Prospects atS&C Frankfurt

Working within small teams is highly rewarding, giving you the opportunity to be

involved in deals at the highest level. The following positions are available in our

Frankfurt offi ce:

L AW Y E R S / R E C H T S A N WÄ LT E ( M / W )

We offer both newly qualifi ed and experienced German lawyers the opportunity to join

our expanding German law practice and to become part of our integrated European

team while working closely with other offi ces around the world. We ensure that our

new colleagues are rapidly integrated and that they quickly become valued members of

our practice. Working as a small team requires teamwork and commitment from every

member. Applicants should have completed the second State examination (Staatsexamen)

(and should have passed each exam at a fully satisfactory level/Prädikatsexamina) and

be able to demonstrate an interest in commercial and business matters. Additional

qualifi cations such as a German doctorate degree and/or an LL.M. are advantageous but

not a requirement.

Lawyers who wish to write or fi nish their German doctorate degree during their time as

an employee at the Firm can do so with a successfully tested, fl exible working time model.

We also support employees who wish to deepen their understanding of international law

by completing an LL.M. degree in Anglo-American jurisdictions. Secondments to our

international offi ces are possible.

As a part of a globally integrated fi rm, our lawyers in Germany are compensated at highly

attractive rates.

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 [email protected]

“ Sullivan & Cromwell offers many international opportunities for associates. As a part

of formal training, the fi rm welcomes and supports their associates to stay in one of its

foreign offi ces.”


“ Applicants as well as associates mention the very team-oriented or also professional

and American atmosphere, similar to a start-up.”

A Z U R 1 0 0 – T O P E M P L O Y E R S ( 2 0 1 7 )

“ Intense learning on the basis of direct client work.”


“ The fi rm boasts the most appointments of new female partners worldwide.”


“ The atmosphere here is overwhelmingly good.”


“ Despite its highly specialized focus on transactions and capital markets, incoming

associates will receive a broad, generalist training and won’t be assigned to one

partner or one single practice group.”


“ Dream clients, good atmosphere, dynamic development.”


“ With relatively realistic prospects for partnership, S&C stands out from many other

US fi rms with a strong focus on transactions. After S&C entered the German market

in 2001, all fi ve new partners came from its own associate ranks. Therefore, the

associates at S&C have at least some guarantee that the way to the top will not be

curbed by lateral hires. The S&C associates are therefore highly satisfi ed with their

career prospects.”


“ In Azur surveys, the associates give their fi rm stellar grades, in particular for the

working atmosphere, but also overall.”


37

38

L AW C L E R K S / R E F E R E N DA R E ( M / W ) A N D T R A I N E E L AW Y E R S / W I S S E N S C H A F T L I C H E M I TA R B E I T E R / ( M / W )

Additionally, every year we give up to 24 Law Clerks/Referendaren (m/w) and Trainee

Lawyers/Wissenschaftlichen Mitarbeitern (m/w) the opportunity to get to know us

before they embark on their professional careers. All individuals on these graduate

schemes immediately become a part of our team and receive comprehensive, hands-on

insights into our transactional practice.

We are well aware, however, that prospective colleagues – particularly our Referendare

and Wissenschaftliche Mitarbeiter – have to balance their commitment to the Firm with

the demands of successfully completing their formal legal education. We value education,

and hence we are committed to providing the fl exibility to give them the time and space

required to prepare effectively for the second State examination (Staatsexamen).

Similarly, we are open to a range of fl exible work models (Nebentätigkeit) and have

developed a very attractive German doctorate program for lawyers who have completed

their second State examination. We are happy to work on individual, fl exible solutions

tailored to the personal training situation of promising applicants.

We are pleased that many former Referendare and Wissenschaftliche Mitarbeiter

are now core members of our team.

Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany


Your Career Prospects atS&C Frankfurt, continued

39

I N T E R N S / P R A K T I K A N T E N ( M / W )

Through our Internship/Praktikum program, students have the chance to get to see how

a top-tier international fi rm operates on a daily basis. During the internship, students

work closely on client matters under the guidance of experienced colleagues. A solid

understanding of English is desirable, but no prerequisite knowledge is required beyond

that. The start date and duration of the Internship/Praktikum is discussed with our

Interns/Praktikanten on an individual basis.

The Internship/Praktikum may be completed as part of a subject-specifi c foreign

language training (Fachspezifi sche Fremdsprachenausbildung, or FFA), which meets the

educational requirements of many FFA programs. Interns are also given the opportunity to

participate in internal training events.

For applications on any of the above-mentioned positions, please refer to our Frankfurt

partner York Schnorbus.

Contact: Dr. York Schnorbus Sullivan & Cromwell LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main,

Germany


“ The fi rm demands high quality from its associates. This does not come as a surprise

as this Wall Street fi rm is counted among the absolute market leaders in its areas of

specialization. The fi rm’s only German offi ce in Frankfurt embodies this ambition to

be at the very top of the market. Here, associates are trained as generalists, despite

the highly specialized practice. Initially, associates are not permanently assigned

to any practice group or partner. Only upon their third year at the fi rm is further

specialization possible.”


40

U. S. - Q UA L I F I E D L AW Y E R S

We are particularly interested in recruiting U.S.-qualifi ed lawyers with spoken

German language skills for 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 U.S. associate positions must be enrolled in or have successfully

completed a U.S. J.D. or U.S. LL.M. program.

Contact: Legal Personnel Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004


41

Copyright © 2018 Sullivan & Cromwell LLP (07/18) | LG4773Lawyers in the Frankfurt offi ce of Sullivan & Cromwell LLP qualifi ed to practice German law are admitted as lawyers (Rechtsanwälte) in the Federal Republic of Germany and are members of the Bar (Rechtsanwaltskammer) in Frankfurt am Main (Bockenheimer Anlage 36, 60322 Frankfurt am Main). Other lawyers in the Frankfurt offi ce are registered with the Rechtsanwaltskammer in Frankfurt am Main as foreign lawyers (Rechtsberater). All lawyers in the Frankfurt offi ce who are qualifi ed to practice in the United States are admitted to practice before the bars of one or more states of the United States, including, among others, California, the District of Columbia, and New York.

www.sullcrom.com

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@Sullivan & Cromwell LLP

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