sullivan cromwell llp · 2015-05-14 · “sullivan & cromwell’s focus on high end m&a...

Sullivan & Cromwell LLP Career Opportunities in Frankfurt

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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 135 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.

S^C Frankfurt

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“Sullivan & Cromwell stands out among German law fi rms with US

roots. Rather than maintaining a full-service business law practice

in Germany, the fi rm focuses on capital markets and fi nance. In these

areas, the fi rm handles impressive high-end transactions and works

decisively international. To sum it up, S&C is a New York “White

Shoe” law fi rm – a sterling fi rm that deliberately keeps a low profi le in

German media.”

N O M O S , L AW F I R M S I N G E R M A N Y ( 2 0 1 4 )

“For quality, the team is the best in Germany – large enough to comply

with broader transactions, with the manpower to deliver the service. It

really stands out as the strongest team in Germany right now – for both

German and US law, as well as the depth of the bench, engagement,

motivation and expertise. Outstanding.”

C H A M B E R S E U R O P E ( 2 0 1 4 )

“‘ECM powerhouse’ Sullivan & Cromwell LLP ‘regularly snatches the

large deals’. It has been able to grow beyond its strong bank advisory

practice, acting for issuers on some of the market’s top deals.”

T H E L E G A L 5 0 0 ( 2 0 1 4 )

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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.

Our Frankfurt Offi ce

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Capital Markets

“A leading fi rm for equity capital markets, whose client list puts it slightly ahead of its

closest competitors at the top of the market.”

J U V E H A N D B O O K ( 2 0 1 4 )

“To my mind it really is the most prolifi c and experienced capital markets law fi rm in

Germany. The team has terrifi c judgement when identifying crucial issues and what

needs to be discussed, which only comes with experience.”

C H A M B E R S E U R O P E ( 2 0 1 4 )

“Those who thought Sullivan would be unable to maintain its excellent track record,

thought wrong. Sullivan triumphed once again with an impressive list of clients and

has established itself as issuer’s counsel in top deals.”

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

“They are often on all the major transactions in the market, so heavily experienced, they

are known for being commercial and for producing top quality prospectuses.”

I F L R 1 0 0 0 ( 2 0 1 3 )

“The practice had an impressive year in equity capital markets, a practice so strong that

further progress would be diffi cult.”

J U V E H A N D B O O K ( 2 0 1 3 )

“Sullivan & Cromwell enjoys an incredible reputation in the market for advising on

capital increases and IPOs.”

T H E L E G A L 5 0 0 ( 2 0 1 4 )

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2013–15 ECM HIGHLIGHTS

Issuer Type Size

alstria offi ce REIT-AG*** private placement €34 million

Braas Monier* IPO €540 million

Commerzbank** rights offering €2,500 million

Deutsche Annington* IPO €575 million

Deutsche Annington* multiple ABOs (primary/secondary shares)

listing prospectuses for admission of new shares

several rights offerings

€1,329 million

(aggregate)

Deutsche Wohnen* convertible bond offering

listing prospectuses for admission of new shares

ABO, convertible bonds and tender offer for

GSW convertible bond

€1,055 million

(aggregate)

Evonik Industries* IPO €2,000 million

KION Group*** IPO €195 million

KION Group*** multiple ABOs €1,320 million

(aggregate)

LEG Immobilien* IPO €1,300 million

LEG Immobilien*** multiple ABOs €934 million

(aggregate)

Orion Engineered Carbons* IPO €350 million

PAION* rights offering €46 million

ProSiebenSat1 Media* common stock offering

Frankfurt and Luxembourg Stock Exchange listing,

conversion of shares

€484 million

(aggregate)

Rocket Internet* IPO €1,500 million

Rocket Internet* private placement €588 million

RTL Group** re-IPO and sale by majority shareholder €1,400 million

Schaeffl er** ABO in shares of Continental €1,000 million

Sky Deutschland* private placement and rights offerings €438 million

Springer Science** IPO €760 million

Tele Columbus** IPO €510 million

TLG Immobilien* IPO €396 million

Zalando** IPO €600 million

* S&C counsel to the issuer.

** S&C counsel to the underwriters.

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

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 in light of our role in virtually every major IPO to close that year. S&C continues to advise a healthy mix of issuer, underwriter and selling shareholder engagements. Below we detail some of our 2013-15 work highlights, with IPO transactions highlighted.

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Since 2000, S&C has been involved in nine of the ten largest IPOs in Germany:

Issuer Date Size

Deutsche Post* 11/2000 €6.246 billion

Infi neon Technologies* 03/2000 €6.069 billion

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

Tognum** 06/2007 €2.012 billion

Deutsche Postbank** 06/2004 €1.504 billion

Rocket Internet* 10/2014 €1.500 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

Source: Thomson Reuters and S&C data, January 5, 2015



Furthermore, prior to 2013 we advised on the IPOs and listings of KION Group, 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.

In the area of debt capital markets, we acted as ongoing counsel for bond offerings by KfW (2006–2015), Landwirtschafl iche Rentenbank (2006–2012) and the Council of Europe Development Bank (2010–2013), among others, in addition to bond issuances by Daimler (2011–2013), Deutsche Annington (2013–2015), Deutsche Telekom (2006–2013), Deutsche Wohnen (2013–2015) and Drillisch (2013).

Capital Markets continued

“Sullivan & Cromwell maintained its outstanding reputation as one of

the top three equity capital markets advisors in Germany, working on a

number of interesting deals.”

C H A M B E R S E U R O P E ( 2 0 1 5 )

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Since 2000, S&C has been involved in fi ve of the ten largest capital increases in Germany:

Issuer Date Size

Commerzbank** 06/2011 €11.000 billion

Deutsche Bank 09/2010 €10.185 billion

Deutsche Bank 06/2014 €6.700 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

Telefonica Deutschland 09/2004 €3.620 billion

Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion

Commerzbank** 05/2013 €2.500 billion

Source: Thomson Reuters and S&C data, January 5, 2015



For rights offerings/capital increases prior to 2013 we represented 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 2013 also includes numerous accelerated bookbuilding offerings (ABOs), including by Sky Deutschland (2012) and Commerzbank (2008) (representing the issuers); and 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).


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Both worldwide and in Europe, S&C ranks among the top law fi rms for capital markets and securities, regularly advising on the most complex and highest profi le European

transactions.

In Europe, these have most recently included:

very large equity offerings by Commerzbank, Deutsche Annington Immobilien, KION Group, LEG Immobilien, Rocket Internet and Schaeffl er (Germany); Alcatel Lucent and Gaztransport & Technigaz (France); Barclays (U.K.); CRH (Ireland); ING (Netherlands); Unipol (Italy); Mail.ru Group (Russia); and billion-dollar debt offerings by Allianz, Bayer, Commerzbank, Daimler, Deutsche Wohnen, KfW and Rentenbank (Germany); Anglo American, AstraZeneca, Barclays, BP, Diageo, Jaguar Land Rover and Standard Chartered (U.K.); Banque PSA, CEB, EDF and Total (France); European Investment Bank (Luxembourg); Anheuser-Busch InBev (Belgium); Coca-Cola HBC (Switzerland); Statoil (Norway); and Philips (Netherlands), among others.


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Sullivan & Cromwell — €315.3 (48%)

Simpson Thacher — €163.88 (25%)

Hengeler Mueller — €133.5 (20%)

Cravath — €118.9 (18%)

Cleary Gottlieb — €118.9 (18%)

Davis Polk — €104.5 (15%)

Sullivan & Cromwell — 129 (26%) Davis Polk — 92 (19%)

Cravath — 64 (13%)

Cleary Gottlieb — 64 (13%)

Simpson Thacher — 45 (9%)

Latham & Watkins — 38 (7%)

Source: Thomson Reuters, February 18, 2015

* Securities include U.S. public offerings by European issuers of the following types (as designated by Thomson ONE Banker under “SDC Deal

Types”): U.S. Common Stock, 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-backed securities, certifi cates 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 fi rm

Thomson recognises as involved in the deal.

SEC-REGISTERED BY EUROPEAN ISSUERS

COUNSEL TO ISSUER OR UNDERWRITERS*

Ranked by value (€ billion) and percentage of total (€655.2 billion total value)

Ranked by number and percentage of total (483 total transactions)

2010–2014

2010–2014

ALL FIRMS

ALL FIRMS

SEC-REGISTERED BY EUROPEAN ISSUERS

COUNSEL TO ISSUER OR UNDERWRITERS*

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

Finalist, “Most Innovative U.S. Firm in Europe” by

the IFLR European Awards (pending)

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

Adviser Dealmakers’ Awards (2014)

Winner, “Law Firm of the Year for Banking and

Finance” in Germany by JUVE (2013)

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M&A/Private Equity

“Sullivan & Cromwell’s focus on high end M&A was clear in 2013 and

2014 with the fi rm securing roles on several substantial deals.”

I F L R 1 0 0 0 ( 2 0 1 5 )

“Outstanding reputation for transaction management.”

J U V E H A N D B O O K ( 2 0 1 4 )

“Consistently ranked as one of the leaders globally in law fi rm league

tables for M&A.”

C H A M B E R S E U R O P E ( 2 0 1 3 )

“Sullivan & Cromwell LLP’s comparatively small team adeptly

leverages its US network and has attracted some interesting

transactions…”

T H E L E G A L 5 0 0 E M E A ( 2 0 1 4 )

“Focused on high end transactions, S&C’s small but high quality M&A

team secures roles on some of the markets’ most sought after deals.”

I F L R 1 0 0 0 ( 2 0 1 3 )

“One of the leading U.S. practices with small but strong offi ces in

Europe.”

J U V E H A N D B O O K ( 2 0 1 4 )

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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 2014 Mergermarket German M&A rankings (ranked by value) and was named “German M&A Legal Adviser of the Year” by the Mergermarket European M&A Awards 2014. Some highlight deals are detailed below.

HIGHLIGHT OF GERMAN PUBLIC AND PRIVATE M&A DEALS

Our Frankfurt office has worked as counsel on some landmark transactions over the last six years, such as advising:

ZF Friedrichshafen on its acquisition of TRW Automotive Holdings Corp for approximately €11.7 billion;

Commerzbank on its €9.8 billion acquisition of Dresdner Bank;

Bayer on its acquisition of Algeta ASA for approximately €2.7 billion;

Deutsche Annington on its public exchange offer to all shareholders of GAGFAH SA for €9.8 billion;

Sky Deutschland in connection with BSkyB’s €6.7 billion public takeover offer;

Mainova and the Integra/KOM9 Consortium on their $4.2 billion acquisition of E.ON subsidiary Thüga; and

Deutsche Wohnen in connection with the €3.6 billion public exchange offer for GSW Immobilien and its pending €1.2 billion public takeover of conwert Immobilien Invest SE.

M&A/Private Equity continued

“This leading international fi rm enjoys an excellent reputation across

Europe and is well equipped to provide international clients with top-

notch advice on high-quality, multi-jurisdictional deals.”

C H A M B E R S E U R O P E ( 2 0 1 3 )

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Sullivan & Cromwell — €64.8 Freshfi elds Bruckhaus Deringer — €58.9

Clifford Chance — €50.2

Hengeler Mueller — €47.3

Latham & Watkins — €38.6

Linklaters — €37.0

Gleiss Lutz — €35.6

Cleary Gottlieb — €26.1

Debevoise & Plimpton — €24.4

Skadden — €22.7

Jones Day — €21.9

2014

Source: MergerMarket, January 7, 2015 Data includes deals announced with German target or acquiror.

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

ALL FIRMS

GERMAN M&A RANKINGS

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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.

ADVISING PRINCIPALS (2013–2015):

Deutsche Wohnen (Germany) on its voluntary public tender offer to acquire all outstanding conwert Immobilien Invest SE’s (Austria) shares and convertible bonds and on its fi nancing of the transaction (pending);

ZF Friedrichshafen (Germany) on its defi nitive agreement under which ZF will acquire TRW Automotive Holdings Corp (U.S.) for €100.26 per share in an all-cash transaction valued at approximately €11.8 billion (pending);

Deutsche Annington (Germany) on its public exchange offer (combined cash and exchange offer) to all shareholders of GAGFAH SA (Luxembourg) for €9.8 billion (2015);

Bayer (Germany) on its acquisition of Algeta ASA (Norway) for approximately €2.7 billion (2014);

Deutsche Wohnen (Germany)

on the recently announced initiation of a domination agreement (2014);

on its €3.6 billion public exchange offer for GSW Immobilien (Germany) (2013);

Goldman Sachs PIA (U.S.) on various M&A matters (2009-2014);

Nippon Steel & Sumitomo Metal Corporation (Japan) on its €1.67 billion sale and purchase agreement with ThyssenKrupp (Germany) and ArcelorMittal SA (Luxembourg) under which Nippon Steel and ArcelorMittal completed the acquisition of ThyssenKrupp Steel USA, LLC (U.S.) (2014);

Sky Deutschland AG (Germany) in connection with BSkyB’s (U.K.) agreements with 21st Century Fox (U.S.) to acquire 21st Century Fox’s 57.4% interest in Sky Deutschland and its 100% stake in Sky Italia (Italy), for a total cash consideration to 21st Century Fox of €6.7 billion and the transfer of BSkyB’s 21% stake in National Geographic Channel International (U.S.) at a value of €524.8 million (2014);

TLG Immobilien (Germany) on its acquisition of TLG FAB S.àr.l (Germany) for €49.2 million (2014);

HEAG Südhessische Energie (Germany) on the sale of Enviro Chemie GmbH (Germany) to Skion GmbH (2013); and

The shareholders of Novaled as sellers on the €260 million acquisition by Samsung Group (2013).

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ADVISING FINANCIAL ADVISERS (2013–2015):

Siemens (Germany)

on its agreement with Dresser-Rand (U.S.) to acquire all of the issued and outstanding common shares of Dresser-Rand for $83 per common share in cash, or a total transaction value of approximately $7.6 billion (ongoing);

on the formation of a joint venture with Mitsubishi-Hitachi Metals Machinery, Inc. and Mitsubishi Heavy Industries, Ltd regarding their respective heavy metals technology businesses (2014);

on the sale of its worldwide water technologies business to AEA Investors LP (U.S.) (2013);

Volkswagen Aktiengesellschaft (Germany), on its tender offer to the shareholders of Scania AB (Sweden) for all shares in Scania to Volkswagen, in a transaction valued at approximately $9.2 billion (2014);

KUKA (Germany), on its public takeover of Swisslog (Switzerland) (2014);

Metro Group (Germany), on the sale of its hypermarket retail operations in Poland, Romania, Russia and Ukraine, to Auchan SA (France) for approximately €1.08 billion (2013); and

McKesson Corporation (U.S.), on its acquisition of Franz Haniel & Cie’s (Germany) majority stake in Celesio (Germany) and its launch of parallel voluntary public tender offers for the remaining publicly-traded shares and outstanding convertible bonds of Celesio for approximately €6.1 billion (overall transaction size) (2013).

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

Winner, “M&A Group of the Year” by Law360

(2015)

Winner, “German M&A Legal Adviser of the Year”

by the Mergermarket European M&A Awards

(2014)

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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 transaction volume of approximately €2.82 trillion, S&C is the leading law fi rm in mergers and acquisitions worldwide.


In Europe, S&C also ranks among the top law fi rms for M&A:

Linklaters — €1,079.4

Freshfi elds — €1,020.7

Allen & Overy — €716.6

Sullivan & Cromwell — €709.0Clifford Chance — €698.0

Skadden — €696.4

Sullivan & Cromwell – €709.0 Skadden – €696.4

Simpson Thacher – €567.4

Latham & Watkins – €509.9

Weil Gotshal – €464.7

Cleary Gottlieb – €445.0

2008–2014

2008–2014

Source: Bloomberg, January 26, 2015

Source: Bloomberg, January 26, 2015

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

ALL FIRMS

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

U.S.-BASED FIRMS

EUROPEAN M&A RANKINGS

EUROPEAN M&A RANKINGS

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Financing/Restructuring

“Technical ability: ‘For complicated or international fi nancings I would

go to Sullivan & Cromwell’.”

C H A M B E R S G L O B A L ( 2 0 1 4 )

“One client who had worked with a variety of US fi rms in fi nancing

matters says: ‘I fi nd that Sullivan & Cromwell is superior in providing

practical, balanced, business oriented value-added advice’.”

I F L R 1 0 0 0 ( 2 0 1 4 )

“Amazing competence in restructuring and an amazingly diligent and

hard-working legal team.”

C H A M B E R S U K ( 2 0 1 2 )

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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. Recent representative transactions include advising:

ZF Friedrichshafen on the fi nancing of its acquisition of TRW Automotive Holdings Corp. (pending);

Deutsche Annington on the fi nancing (credit facilities and hybrid bonds) of its acquisition of GAGFAH (2015);

Tele Columbus, advising the mandated lead arrangers, in relation to a signifi cant refi nancing of its existing indebtedness in connection with its IPO, involving a €500 million senior facilities agreement consisting of term loan, capex and revolving facility loans (2015);

A.T.U Auto Teile Unger, representing the bondholders, in a series of restructuring transactions, 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 is shortlisted by IFLR European Awards as “Deal of the Year – Restructuring” (pending);

Zalando, representing the underwriters, on fi nancing aspects relating to its €600 million IPO (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 Adviser 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;

Deutsche Wohnen on the fi nancing of the acquisition of the BauBeCon group (2012) (and in several subsequent acquisition fi nancing matters);

Whitehall Funds and Goldman Sachs Real Estate on various acquisition fi nancing and debt restructuring matters in Europe;

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);

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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

Finalist, “Restructuring Team of the Year” by the

IFLR European Awards (pending)

Finalist, “Deal of the Year – Restructuring”, for

work on the restructuring of A.T.U Auto Teile

Unger, by the IFLR European Awards (pending)

Winner, “Restructuring Deal of the Year”, for work

on the restructuring of Zim Integrated Shipping

Services Ltd, by M&A Advisor Dealmakers’ Awards

(2014)

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Rhône funds on the fi nancing and refi nancing of several acquisitions, including the acquisitions of the CSM Bakery Supplies group (2013), Evonik’s Carbon Black business (2012) and the LWB Refractories group (2006/2007);

Mainova on the refi nancing of its share of the purchase price for the acquisition of Thüga (2010);

Integra/Kom9 consortium on the fi nancing of the acquisition of German municipal utility holding Thüga from E.ON (2009);

Goldman Sachs International and Deutsche Bank on the refi nancing of the Honsel group and an add-on acquisition fi nancing (both in 2007) as well as Deutsche Bank on the out-of-court restructuring of Honsel debt (2009) and the insolvency proceedings over the assets of Honsel (2011); and

Philips/NXP on German law aspects of the fi nancing of the sale of NXP by Philips (2006) and NXP on several fi nancing transactions thereafter.

Internationally, the fi nancing practice of S&C has advised Rhône Capital (U.S.), Fiat (Italy), the Chrysler Group (U.S.), Kodak (U.S.), Endemol (the Netherlands), General Electric (U.S.) and the LHC.Clearnet Group (U.K.), among others.

Financing/Restructuring continued

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Our Team

“The lawyers are really accessible and give practical and experienced

advice. They have a very deep understanding of our business and a

strict commitment to the timetable.”

C H A M B E R S E U R O P E ( 2 0 1 4 )

“They are often on all the major transactions in the market, so heavily

experienced, they are known for being commercial…”

I F L R 1 0 0 0 ( 2 0 1 4 )

“The highly recommended Frankfurt offi ce of this U.S. fi rm focuses on a

few fi elds where it can often be found in major instructions.”

J U V E H A N D B O O K ( 2 0 1 3 )

“The fi rm enjoys an outstanding reputation. Sources say: ‘A proactive

team that always stays on top of things. Top-notch legal expertise and

very pleasant individuals to work with’.”

C H A M B E R S E U R O P E ( 2 0 1 3 )

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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.

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S&C in Europe

“The service is excellent, it’s very good; they’re very thorough, always

available, they’re very knowledgeable about the subject matter and give

good practical advice.”

C H A M B E R S E U R O P E ( 2 0 1 4 )

“One client … says: ‘I fi nd that Sullivan & Cromwell is superior in

providing practical, balanced, business oriented value-added advice’.”

I F L R 1 0 0 0 ( 2 0 1 4 )

“Highly regarded US fi rm with a strong reputation within Europe…”

C H A M B E R S G L O B A L ( 2 0 1 4 )

“The team has terrifi c judgment when identifying crucial issues and

what needs to be discussed, which only comes with experience.”

C H A M B E R S G L O B A L ( 2 0 1 4 )

“An integrated global fi rm. It can do everything we ask.”

C H A M B E R S E U R O P E ( 2 0 1 3 )

The fi rm “has an impressive reputation, with clients highlighting

the tailored advice and seamless co-ordination between offi ces as

particular points.”

C H A M B E R S E U R O P E ( 2 0 1 3 )

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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 100 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.

LONDON

S&C’s London offi ce, established in 1972, comprises approximately 75 lawyers (including 22 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, EU and U.K. competition law and U.S. antitrust, real estate, litigation, criminal defence and investigations and U.K. and U.S. tax. The London offi ce 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 offi ce, fi rst opened in 1927, is the oldest of the Firm’s European offi ces. The Paris-based team comprises approximately 25 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.

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L O N D O N

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 E

S Y D N E Y

Integrated Legal Services Worldwide

Through an international network of 12 offi ces located in leading fi nancial centers in Asia, Australia, Europe and the United States, S&C’s global practice provides highly

integrated legal advice on domestic and international transactions. Our team of more than 800 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.

E U R O P E

1 1 0 + L A W Y E R S

London (1972)

Paris (1927)

Frankfurt (1995)

A S I A / P A C I F I C

5 0 + L A W Y E R S

Tokyo (1987)

Hong Kong (1992)

Beijing (1999)

Melbourne (1983)

Sydney (2001)

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PA L O A LT O N E W YO R KWA S H I N G T O N , D . C .

L O S A N G E L E S

Unique Business Model

Unlike many law fi rms with an international reach that have grown by acquiring other law fi rms, S&C has built its international practice in response to our clients’

needs by staffi ng each of our offi ces around the world, for the most part, with lawyers who have been with S&C their entire careers.

This unique business model ensures that our Firm’s common culture of intense commitment to excellence and dedication to serving our clients remains consistent in every location around the world. S&C is able to assemble integrated multidisciplinary and multicultural teams that will function at the same high level, regardless of the jurisdiction or the nature of the matters we handle.

U N I T E D S T A T E S

6 7 0 + L A W Y E R S

New York (1879)

Washington, D.C. (1977)

Los Angeles (1984)

Palo Alto (2000)

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Diversity and Inclusion

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 deeper the well of background, 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 fosters 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 goals in mind.

WOMEN AT S&C

Currently, women make up 33% of the lawyers and 21% of the partners at S&C. With the guidance of the Firm’s Women’s Initiative Committee, S&C continuously strives to support the advancement of women at the Firm by providing professional development, mentoring and networking opportunities. Over a span of seven years, as at January 31, 2015, S&C had elected 43 partners worldwide, 12 (28%) of whom were women. In addition, there are three women partners on the Firm’s Management Committee and female partners head up two of our offi ces. Worldwide, a number of our practice groups are led or co-led by women, including the Litigation, Private Equity, Alternative Investment Management, Antitrust and Sovereign Issuers practice groups, as are our regional practices for California and Asia.

29

Why Choose S&C?

Our business model provides a unique opportunity for lawyers wishing to develop a strong international practice at a globally integrated fi rm.

Our lawyers work on transactions that are signifi cant not only because of their size, but also because of their complexity and impact on the 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.

In line with our commitment to being a fully integrated fi rm, our lawyers in Germany are compensated at the same level as lawyers in the same class year in our U.S. offi ces.

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.

30

Your Career Prospects

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

for the working atmosphere, but also overall.”

A Z U R 1 0 0 : T O P E M P L OY E R S ( 2 0 1 4 )

“The fi rm boasts one of the highest percentages worldwide with regard to

the appointment of women to the partnership ranks.”

S TA U F E N B I E L , T O P E M P L OY E R F O R L AW Y E R S ( 2 0 1 5 )

“‘Dream clients, nice working atmosphere and unrivaled compensation’

is how an associate described his employer in the current Azur survey …

The German practice of Sullivan & Cromwell already enjoys great success

with its strong focus on transactions and capital markets. In 2013, the

fi rm was involved in nearly every major German IPO.”


“The hiring criteria at S&C are high, higher than at many other elite fi rms.”

S TA U F E N B I E L , T O P E M P L OY E R F O R L AW Y E R S ( 2 0 1 5 )

“...an extremely interesting caseload.”

T H E L E G A L 5 0 0 E M E A ( 2 0 1 3 )

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Your Career Prospects at S&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:

LAWYERS / RECHTSANWÄLTE (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 also possible.

As a part of a globally integrated fi rm, our lawyers in Germany are compensated at the same rate as lawyers in their class worldwide. Our lawyers are offered exceptional compensation packages (New York market 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]

“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.”


32

LAW CLERKS / REFERENDARE (M/W) AND TRAINEE LAWYERS / WISSENSCHAFTLICHE

MITARBEITER / (M/W)

Additionally, every year we give up to 20 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 continued

“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.”


33

INTERNS / PRAKTIKANTEN (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


U.S.-QUALIFIED LAWYERS

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


Your Career Prospects continued

Notes

34

Copyright © 2015 Sullivan & Cromwell LLP (0315) | 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.

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