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CAPITAL MARKETS

CAPITAL MARKETS - Sullivan & Cromwell...S&C’s Capital Markets Practice Band 1 – Capital Markets: Equity Chambers Global, 2020 [They] are always available, commercial, pragmatic

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Page 1: CAPITAL MARKETS - Sullivan & Cromwell...S&C’s Capital Markets Practice Band 1 – Capital Markets: Equity Chambers Global, 2020 [They] are always available, commercial, pragmatic

CAPITALMARKETS

Page 2: CAPITAL MARKETS - Sullivan & Cromwell...S&C’s Capital Markets Practice Band 1 – Capital Markets: Equity Chambers Global, 2020 [They] are always available, commercial, pragmatic

Copyright © 2020 Sullivan & Cromwell LLP | LG6156 (6/20) Attorney Advertising. Prior results do not guarantee a similar outcome.

Capital Markets Work Earns Global Recognition

In full-year 2019, S&C was top-ranked in

capital markets league tables, taking the top spot in a total of six categories

in Refinitiv’s Capital Markets Legal Advisors

League Tables and Bloomberg’s Global Legal

Adviser League Tables.

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Page 3: CAPITAL MARKETS - Sullivan & Cromwell...S&C’s Capital Markets Practice Band 1 – Capital Markets: Equity Chambers Global, 2020 [They] are always available, commercial, pragmatic

Industry and Client Recognition for S&C’s Capital Markets Practice

Band 1 – Capital Markets: EquityChambers Global, 2020

[They] are always available, commercial, pragmatic and experienced.” Chambers Global, 2020

They are my number one firm to go to when stakes are the highest. They are incredibly proactive and incredibly knowledgeable.”Chambers Global, 2019

At the Forefront of Innovation in Capital Markets Matters

With a depth of experience that

stretches back to the preparation of the

first major registration statement under

the Securities Act, Sullivan & Cromwell’s

role in the development of global capital

markets is unmatched. Our lawyers

were instrumental in the drafting and

development of the Securities Act of

1933, the Securities Exchange Act of

1934, and the Investment Company Act

of 1940. S&C has also played a key role

in developing modern capital markets

in many countries, including in Europe

and in Asia and being at the forefront

of the privatization wave of the 1990s.

Our standing in today’s global league

tables further solidifies the breadth of

our knowledge and reach of our practice.Band 1 – Japan: Capital Markets: International: US Law Chambers Asia-Pacific, 2020

They have significant experience and knowledge of international offerings and their work is reliable.” Chambers Asia-Pacific, 2020

Band 1 – Germany: Capital Markets: Equity Chambers Europe, 2020

Sullivan & Cromwell offers high-quality consultancy and is a very reliable partner during IPOs.” Chambers Europe, 2020

Practice Group of the Year for Capital MarketsLaw360, 2019

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United States

#1 law firm (Thomson) ($133.7b total value; 93 total no.) debt and equity Counsel to issuer

Germany

#1 law firm (Thomson) ($37.8b total value; 19 total no.) debt and equity Counsel to issuer

Asia-Pacific

#1 U.S. law firm (Thomson) ($31.2b total value; 23 total no.) debt and equity Counsel to issuer

Australia

#1 U.S. law firm (Thomson) ($12.0b total value; 14 total no.) debt and equity Counsel to issuer

Budweiser Brewing Company APAC Limited (Hong Kong) Largest Hong Kong IPO in 2019

$5.75 billion IPO, spin-off from Anheuser-Busch InBev SA/NV and listing on the Hong Kong Stock Exchange, 2019

Counsel to the issuer as to U.S. and HK laws

Jumia Technologies AG (Germany)$225.1 million IPO and NYSE listing, 2019

Counsel to the issuer as to U.S. and German laws

Tyro Payments (Australia) Largest IPO on ASX in 2019

A $287.2 million (approximately $197 million) Rule144A/Reg S IPO and listing on the

Australian Securities Exchange Counsel to the issuer

Levi Strauss & Co. (U.S.)$717 million SEC-registered IPO and

NYSE listing, 2019 Counsel to the underwriters

A Truly Global LeaderFY 2019

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Budweiser Brewing Company APAC � S&C advised Anheuser-Busch InBev’s subsidiary, Budweiser Brewing Company APAC Limited, in

its $5.75 billion global offering and listing of shares on the Hong Kong Stock Exchange. This is 2019’s third-largest IPO globally and highest-value IPO in Hong Kong.

� Bud APAC is the largest beer company in Asia Pacific by retail sales value and one of the most profitable Asia-based beer companies.

� AB InBev sold 12% of Bud APAC, valuing Bud APAC at approximately $45 billion.

� S&C advised on U.S. and Hong Kong law matters, including the corporate reorganization associated with the IPO and ongoing connected transactions between AB InBev and Bud APAC.

� Bud APAC will continue to have access to AB InBev’s portfolio of global and multi-country brands, while AB InBev will continue to control a majority ownership of Bud APAC.

Levi Strauss � S&C represented the underwriters on Levi Strauss & Co.’s $717 million IPO.

� The 166-year-old company first went public in 1971, but has been private for more than 30 years.

� The offering consisted of 14.961 million shares sold by the company and 27.206 million shares sold by existing stockholders.

� S&C acted as counsel to the underwriters led by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as joint lead bookrunning managers.

� Listed on the New York Stock Exchange under the symbol “LEVI,” shares of the company surged 32% in their debut, giving the company a market capitalization of $8.7 billion.

� The family continued to hold nearly 81% of voting power through the company’s dual share structure.

Softbank � S&C advised SoftBank, as issuer, and SoftBank Group and the wholly-owned subsidiary of

SoftBank Group acting as selling shareholder in its ¥2.65 trillion (approximately $23.55 billion) IPO. This is Japan’s largest IPO and the third-largest IPO of all time.

� The IPO was structured as a dual-listing. Although common in Japan, dual-listings are unfamiliar to many overseas investors. S&C guided SoftBank and SoftBank Group through the related issues, including explaining in disclosure documentation the attendant benefits and attendant risks involved in a dual-listing.

� The IPO was extremely high profile, which created challenging publicity issues, especially around SoftBank Group’s communication with its investors as a public company.

� The transaction also confronted regulatory headwinds as the Japanese telecommunications industry faced criticism from a number of key members of the Japanese government and government-related bodies, which had the potential to negatively affect investors’ views of SoftBank and raise difficult disclosure issues.

IPO Case Studies

ISSUER NAME COUNSEL VALUE ($ MILLIONS)

Saudi Arabian Oil Company $25,601

Alibaba Group Holdings Inc. Underwriters and Selling Shareholders $25,030

SoftBank Corp. Issuer $23,550

The Agricultural Bank of China Ltd. $22,100

Industrial and Commercial Bank of China (ICBC) Strategic Investors $21,900

AIA Group Ltd. Underwriters $20,500

Visa Inc. $19,600

General Motors Co. $18,100

NTT Mobile Communications Network Inc. Issuer $18,000

ENEL S.p.A. Issuer and Selling Shareholders $16,600

Sullivan & Cromwell has extensive experience in advising issuers, their

underwriters or selling shareholders on initial public offerings and listings both

inside U.S. and around the globe. S&C has built a solid reputation as the law

firm of choice when it comes to global IPOs, having worked on over 600 IPOs,

including six of the top ten IPOs of all time.

A Go-To Firm for Complex, Global IPOs

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Full Scope of Service

We are a market leader, familiar with market trends, market practice and regulatory developments. Our clients can choose from among the best known firms in the world but

our clients tell us they hire S&C instead of other firms because:

Creative Problem Solving

We bring creative problem solving to the most complex issues arising in transactions. Because of our close teams and collaborative culture, we bring the expertise of the entire Firm to accomplish our clients’ commercial and strategic objectives.

Close Team

Nearly all S&C partners have been with the Firm and have worked closely with each other since the start of their careers.

Recognized Expertise

Led by over 40 partners worldwide, our Capital Markets group offers a deep bench of top lawyers in the field with access to the full range of the Firm’s expertise.

Integrated Firm

Through our 13 offices on four continents, we act as one firm on a global scale taking an integrated approach to all client matters worldwide.

Authoritative Source

As thought leaders, S&C lawyers keep our clients informed on the critical and pressing topics in the industry through client memos, articles, speaking engagements, podcasts and webinars. We frequently partner with bar associations, universities, industry groups and learning organizations to help our clients address their needs and stay at the forefront of knowledge and practice. In addition to providing timely updates, S&C lawyers have authored and published numerous authoritative reference sources on securities laws for legal practitioners and business professionals, including The Public Company Deskbook: Compliance with Federal Governance & Disclosure Requirement, written by partners Robert E. Buckholz and Marc R. Trevino and described by Fortune Magazine as “the bible for securities lawyers,” and WpPG und EU-ProspektVO, written by partners Carsten Berrar and York Schnorbus and considered a treatise on German securities laws.

Expertise Tailored for Each Phase of a Transaction

We bring a depth of experience and understanding of the client’s objectives to develop key strategies at each phase of a transaction.

Pre-IPO Structuring & Tax Advice

FinancialInformation

Prospectus

Due Diligence

Research

Publicity

CorporateGovernanace Marketing

Offer Structure& Execution

Listing

Executive Compensation & Benefits

Ongoing Disclosure &ReportingRequirements

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Market-Leading Capital Markets Practice

S&C has built a solid reputation

by working on some of the biggest

and most notable capital markets

transactions of the last decade. Ours is

a truly integrated “global” practice.

We marshall the full resources of the

Firm across all relevant practice groups

and jurisdictions in a way that our

competitors simply do not. The Group

executes a wide variety of transactions

across industries and geographic

regions. We have extensive experience

advising issuers, underwriters and

selling shareholders on first-time listings

and IPOs; share repurchase programs;

privatizations; investment grade debt;

high-yield debt; convertible notes;

follow-on offerings; rights offerings;

spin-offs; liability management

transactions; and private placements.

Highlights from the Debt Capital MarketsIn 2019, the securities industry saw the strongest-ever annual period for debt issuance activity.

2019 Market Activity Proceeds Change from 2018

Overall Debt Capital Markets $7.7 trillion (all-time record) 14%

Total International Bond Offerings $4.0 trillion 9%

Total U.S. Investment Grade Corporate Debt Offerings $1.1 trillion 2%

Total Global High-Yield Corporate Debt Offerings $406.8 billion 54%

Global Bonds (Out of $1,562b total market value)

Source: Bloomberg, January 2020

S&C $81.1 (5.2%)

FY 2019 Debt Capital Markets League Tables S&C ranks as the number one issuer’s counsel in the following DCM league tables. (Ranked by value ($ billions) and percentage of total)

$71.2 (4.6%)

$60.6 (3.9%)

$57.9 (3.7%)

$29.3 (1.9%)

US Straight Debt Excluding ABS & MBS(Out of $2,030b total market value)

Source: Refinitiv, January 2020

$132.3 (6.5%)

$114.6 (5.6%)

$112.7 (5.6%)

$106.6 (5.3%)

$96.9 (4.8%)

Australian International Bonds(Out of $50b total market value)

Source: Refinitiv, January 2020

$12.5 (25.1%)

$5.3 (10.7%)

$3.7 (7.5%)

$2.2 (4.5%)

$1.4 (2.9%)

German Bonds (Out of $336b total market value)

Source: Thomson, January 2020

$37.2 (11.1%)

$14.5 (4.3%)

$10.0 (3.0%)

$8.3 (2.5%)

$3.9 (1.2%)

Source: Refinitiv, 2020

S&C

S&C

S&C

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Diverse Industry RepresentationsIPO and Other Equity

AT&T Inc. (U.S.)

� $1.95 billion private placement of certain preferred interests of subsidiary Pagoda Holdings, which holds secured promissory notes from certain AT&T entities, 2019Counsel to the issuer

� $1.2 billion SEC-registered offering of depositary shares, 2019Counsel to the underwriters

Delivery Hero S.E. (Germany)

� €1.15 billion sale of ordinary shares, 2019 � €50.6 million Rule 144A Eligible/Reg S offering of ordinary

registered shares, 2019Counsel to the issuer

BeiGene (China)

� $903 million global offering and Hong Kong listing, 2018Counsel to the shareholder and investor The largest and one of the first IPOs by a biotech company under the new Hong Kong listing rules for biotech issuers, and the largest biotech company IPO worldwide in 2018

First Republic Bank (U.S.) � $173.5 million Section 3(a)(2) offering of shares of common

stock, 2019 � $500.8 million aggregate total amount of two Section 3(a)(2)

offerings of shares and depositary shares, 2018 � $672 million aggregate total amount of three Section 3(a)(2)

offerings of common stock, 2017 Counsel to the issuer

Global Fashion Group S.A. (GFG) (Luxembourg)

� €198 million ($224 million) IPO and listing on the Frankfurt Stock Exchange, 2019Counsel to the issuer

They are good at finding solutions as opposed to just saying no all of the time. They are definitely a tier one capital markets group.”Chambers Global, 2019

Integra LifeSciences (U.S.)

� $353.2 million follow-on offering of shares of common stock, 2018Counsel to the issuer

SG Holdings (Japan)

� ¥127.616 billion ($1.135 billion) IPO and Tokyo listing, 2017Counsel to the issuerWon Deal of the Year and Equity Market Deal of the Year by Asian Legal Business in 2018

Viva Energy Group Limited (Australia) Largest Australian IPO in 2018

� A$2.65 billion (approximately $2 billion) Rule 144A/Reg S IPO and listing on the Australian Securities Exchange, 2018Counsel to the underwriters

ProSight Global, Inc. (U.S.)

� $110 million SEC-Registered IPO and listing on the NYSE, 2019Counsel to the issuer

Siemens Healthineers (Germany) Largest European IPO in 2018

� €4.2 billion (approximately $5.2 billion) Rule 144A/Reg S IPO and listing on the Frankfurt Stock Exchange, 2018Counsel to the underwriters

China East Education Holdings Limited (China)

Largest-ever IPO in the education sector globally

� $625 million IPO and listing on the Hong Kong Stock Exchange, 2019Counsel to the underwriters

They are extremely knowledgeable across all relevant areas of capital markets law in the context of equity offerings.”Chambers Global, 2019

AXA Equitable Holdings, Inc. (U.S.)

� $725 million SEC-registered offering of depositary shares, 2019 � $943 million SEC-registered offering of common stock, 2019

Counsel to the underwriters � $3.2 billion SEC-Registered IPO and listing on the NYSE, 2018

Counsel to the underwriters and initial purchasers

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Diverse Industry Representations continued

Investment Grade Debt

My first impression is the high quality of work that they perform and how quickly things get done. The quality of work exceeds that of other law firms and they never miss a beat. Every associate we have worked with has an amazing work ethic and is very smart. They develop a very good rapport with their clients.”Chambers USA, 2019

Aetna, Inc. (U.S.)

� $13.0 billion SEC-registered offering of notes, 2016 Counsel to the underwriters

Anheuser-Busch InBev (Belgium)

� $6 billion SEC-registered offering of senior unsecured notes, 2020 � $15.0 billion SEC-registered offering of notes, 2019 � $10.0 billion SEC-registered offering of notes, 2018 � C$2.0 billion Reg S offering of notes, 2017 � £2.25 billion Reg S offering of notes, 2017

Counsel to the issuer

AT&T (U.S.) � $9.58 billion aggregate principal amount of two SEC-

registered offerings of notes, 2019 � $12.0 billion aggregate total amount of seven SEC-registered

and Reg S offerings of notes, 2018 � $47.5 billion aggregate total amount of nine SEC-registered

offerings of notes, 2017Counsel to the underwriters

Bayer AG (Germany)

� $15.0 billion Rule 144A/Reg S offering of notes, 2018 � €4.0 billion Rule 144A/Reg S offering of mandatory

convertible bonds, 2016Counsel to the issuer

CIT Group Inc. (U.S.)

� $550 million Section 3(a)(2) offering of senior unsecured fixed-to-floating rate notes, 2019

� $550 million Section 3(a)(2) offering of senior unsecured fixed-to-floating rate notes, 2019

� $100 million SEC-registered offering of fixed-to-floating rate subordinated notes, 2019Counsel to the issuer

Fiserv, Inc. (U.S.)

� $9.0 billion SEC-registered offering of senior unsecured notes, 2019

� €1.5 billion SEC-registered offering of senior unsecured notes, 2019

� £1.05 billion SEC-registered offering of senior unsecured notes, 2019Counsel to the issuer

They’re very good, they were able to provide effective and efficient solutions of good quality. The firm provides extensive and comprehensive services on general corporate governance, legal and regulatory advice. They support capital market transactions with strong commercial awareness and business acumen.”Chambers Global, 2019

The Goldman Sachs Group, Inc. (U.S.) � $8.0 billion aggregate total of three SEC-registered offerings

of notes, 2020 � $2.251 billion aggregate total of two SEC-registered

offerings of notes, 2019 � $1 billion Section 3(a)(2) offering of floating rate notes, 2019

Counsel to the underwriters

United Technologies Corporation (U.S.)

� $11.0 billion SEC-registered offering of notes, 2018Counsel to the underwriters

Cameron LNG, LLC (U.S.)

� $3.02 billion Rule 144A/Reg S offering of fixed rate senior secured notes, 2019Counsel to the issuer

Equinor ASA (Norway)

� $5.0 billion SEC-registered offering of notes, 2020 � $1.0 billion SEC-registered offering of notes, 2019 � $1.0 billion SEC-registered offering of notes, 2018

Counsel to the issuer

Commonwealth Bank of Australia (Australia)

� $5.0 billion aggregate total amount of Rule 144A/Reg S offerings of notes, 2019

� $2.5 billion aggregate total amount of Rule 144A/Reg S offerings of notes, 2018Counsel to the issuer

Caterpillar Financial Services Corporation (U.S.)

� $2.0 billion SEC-registered offering of notes, 2020 � $5.35 billion aggregate total amount of SEC-registered

offerings of notes, 2019 � $3.15 billion aggregate total amount of SEC-registered

offerings of medium-term notes, 2018Counsel to the underwriters

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Diverse Industry Representations continued

High-Yield Debt

Mineral Resources Limited (MRL) (Australia)

� $700 million Rule 144A/Reg S offering of high-yield notes, 2019MRL’s first-ever offering of high-yield notes and represents the largest debut offering by an Australian issuer in recent yearsCounsel to the issuer

Spirit AeroSystems Inc. (U.S.)

� $1.2 billion Rule 144A/Reg S offering of senior secured second lien high-yield notes, 2020Counsel to the issuer

United Mexican States � $11.8 billion aggregate total amount of SEC-registered

offerings of notes, 2020 � $5.6 billion aggregate value of SEC-registered offerings of

notes, 2019 � €2.5 billion SEC-registered offering of global notes, 2019 � $5.0 billion aggregate value of SEC-registered offerings of

notes, 2018Counsel to the underwriters

Republic of Panama � $2.5 billion SEC-registered offering of global notes, 2020

Panama’s largest global bond offering in its history � $3.3 billion aggregate value of SEC-registered offerings of

global bonds, 2019 � $1.0 billion Rule 144A/Reg S offering of notes, 2019 � $1.75 billion SEC-registered offering of notes, 2018

Counsel to the underwriters

Corporación Andina de Fomento (Multilateral)

� €750 million Reg S offering of green bonds, 2019 � $U1.8 billion offering of notes, 2019 � $1.25 SEC-registered offering of global notes, 2019 � €750 million Reg S offering of notes, 2019

Counsel to the issuer

KfW Bankengruppe (Germany)

� $19.2 billion aggregate value of SEC-registered offerings of bonds, 2020

� $29.5 billion aggregate value of SEC-registered offerings of bonds, 2019

� $63.4 billion aggregate value of SEC-registered offerings of bonds, 2018Counsel to the Issuer

European Investment Bank (Luxembourg)

� $4.0 billion SEC-registered offering of notes, 2020 � $14.0 billion aggregate value of SEC-registered offerings of

notes, 2019 � $16.0 billion aggregate value of SEC-registered offerings of

notes, 2018Counsel to the underwriters

International Bank for Reconstruction and Development/World Bank (Multilateral)

� $21.3 billion aggregate of offerings of notes, 2020 Including the largest single issuance in history by IBRD at $8 billion

� $6.0 billion aggregate value of offerings of global notes, 2019 � $8.7 billion aggregate value of 3(a)(2) offerings of notes, 2018

Counsel to the underwriters

Sovereign and Supranational Finance

United Rentals (North America) (U.S.)

� $1.5 billion aggregate amount of SEC-registered offerings of high-yield notes, 2019Counsel to the issuer

Vrio Corp. (U.S.)

� $1.0 billion Rule 144A/Reg Soffering of high-yield notes, 2018Counsel to the issuer

Adient US LLC (U.S.)

� $600 million Rule 144A/Reg S offering of senior first lien high-yield notes, 2020Counsel to the issuer

Arconic Corporation (U.S.)

� $700 million Rule 144A/Reg S offering of senior secured high-yield notes, 2020Counsel to the issuer

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S&C lawyers were instrumental in the drafting and development of the Securities Act of 1933, Securities Exchange Act of 1934 and Investment Company Act of 1940, and we remain one

of the most experienced law firms in matters before the SEC. S&C lawyers also have extensive experience dealing with non-U.S. regulators, including the EU European Securities and Markets Authority, British Financial Conduct Authority, German Federal Financial Supervisory Authority, French Financial Market Authority and Hong Kong Securities and Futures Commission. We use our expertise to serve clients worldwide in a variety of ways, including:

� Advising issuers across a range of their public reporting and market disclosures;

� Advising management and boards dealing with complex accounting and financial reporting issues;

� Handling internal investigations and other matters in response to regulatory enforcement activity related to accounting, SOX, FCPA and other matters;

� Reviewing earnings releases, ad-hoc publications of inside information and other public statements to ensure compliance with the use and disclosure of non-GAAP and non-IFRS financial measures, Regulation FD, EU Market Abuse Regulation (MAR) and other requirements and best practices;

� Helping to craft MD&As and risk factors to reflect the evolving issuer- and industry-specific business risks and regulatory developments;

� Ensuring that issuers’ proxy statements communicate (and celebrate) their adherence to corporate governance best practices and clearly convey any of the issuers’ efforts to be responsive to shareholders;

� Collaborating with issuers on all aspects of responding to shareholder proposals, including (i) advising about potential bases to exclude proposals from an issuer’s proxy statement and drafting associated no-action request letters, (ii) negotiating settlements with proponents, and (iii) drafting statements in opposition;

� Adapting CD&A disclosures to address issuers’ evolving compensation and benefit programs, regulatory requirements and proxy advisor scoring systems;

� Advising clients on all aspects of trading compliance, including the use of 10b5-1 plans by executives and issuer share repurchase programs;

� Assisting clients in crisis management responses, including evaluating when, to what extent and in what manner such events (such as in response to regulatory investigations or cyber-security incidents) are required to be disclosed or other actions may be required to be taken; and

� Assisting clients with responding to whistleblower activity.

S&C regularly advises the following companies, among others, on securities disclosures and compliance matters:

AIGAmerican Express AmgenAnheuser-Busch InBevAT&TAXABank of IrelandBaxter InternationalBP China MobileCitizens Financial Delivery HeroDiageoDonnelley FinancialEnbridgeEniFoxconn Interconnect TechnologyGoldman Sachs INGIntercontinental Exchange Jumia TechnologiesMadison Square Garden Regions Financial Ryder System SchaefflerStandard CharteredTLG Immobilien Tsingtao BreweryUBSUnited Rentals Wells Fargo

Corporate Governance and Disclosure

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Contacts

Ari B. Blaut New York +1 212 558 1656 [email protected]

Patrick S. BrownLos Angeles +1 310 712 6603 [email protected]

Robert E. BuckholzNew York +1 212 558 3876 [email protected]

Catherine M. ClarkinNew York +1 212 558 4175 [email protected]

Donald R. Crawshaw New York +1 212 558 4016 [email protected]

Robert G. DeLaMaterNew York +1 212 558 4788 [email protected]

Robert W. DownesNew York +1 212 558 4312 [email protected]

John E. EstesNew York +1 212 558 4349 [email protected]

William G. Farrar New York +1 212 558 4940 [email protected]

Jared M. Fishman New York +1 212 558 1689 [email protected]

Sergio J. Galvis New York +1 212 558 4740 [email protected]

Marion Leydier New York +1 212 558 7925 [email protected]

USA

Christopher L. MannNew York +1 212 558 4625 [email protected]

S. Neal McKnightNew York +1 212 558 3316 [email protected]

Scott D. Miller New York +1 212 558 3109 [email protected]

Inosi M. Nyatta New York +1 212 558 7822 [email protected]

Rita-Anne O’Neill Los Angeles +1 310 712 6698 [email protected]

Sarah P. PaynePalo Alto +1 650 461 5669 [email protected]

USA

Robert W. Reeder III New York +1 212 558 3755 [email protected]

Alison S. Ressler Los Angeles +1 310 712 6630 [email protected]

Robert S. RisoleoWashington, D.C. +1 202 956 7510 [email protected]

John L. Savva Palo Alto +1 650 461 5610 [email protected]

Rebecca J. Simmons New York +1 212 558 3175 [email protected]

Benjamin H. Weiner New York +1 212 558 7861 [email protected]

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Chris BeattyLondon +44 20 7959 8505 [email protected]

Carsten Berrar Frankfurt +49 69 4272 5506 [email protected]

Vanessa K. BlackmoreLondon +44 20 7959 8480 [email protected]

Kathryn A. CampbellLondon +44 20 7959 8580 [email protected]

Krystian CzernieckiFrankfurt +49 69 4272 5525 [email protected]

Olivier de VilmorinParis +33 1 7304 5895 [email protected]

John Horsfield-BradburyLondon +44 20 7959 8491 [email protected]

John O’ConnorLondon +44 20 7959 8515 [email protected]

Clemens RechbergerFrankfurt +49-69-4272-5200 [email protected]

Evan S. SimpsonLondon +44 20 7959 8426 [email protected]

William D. Torchiana Paris +33 1 7304 5890 [email protected]

EMEA

Contacts continued

Garth W. Bray Hong Kong +852 2826 8691 [email protected]

Keiji Hatano Tokyo +81 3 3213 6171 [email protected]

Waldo D. Jones Jr.Sydney: +61 2 8227 6702 Melbourne: +61-3-9635-1500 [email protected]

Ching-Yang Lin Hong Kong +852 2826 8606 [email protected]

ASIA-PACIFIC

Jamieson J. LogieHong Kong +852 2826 8688 [email protected]

Kay Ian NgHong Kong +852 2826 8601 [email protected]

Chun WeiHong Kong +852 2826 8666 [email protected]

Gwen WongBeijing +86 10 5923 5967 [email protected]

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Contacts continued

CANADA

Robert E. BuckholzNew York +1 212 558 3876 [email protected]

Catherine M. ClarkinNew York +1 212 558 4175 [email protected]

Robert G. DeLaMaterNew York +1 212 558 4788 [email protected]

John E. EstesNew York +1 212 558 4349 [email protected]

LATIN AMERICA

Werner F. AhlersNew York +1 212 558 1623 [email protected]

Sergio J. Galvis New York +1 212 558 4740 [email protected]

Christopher L. MannNew York +1 212 558 4625 [email protected]

Robert S. RisoleoWashington, D.C. +1 202 956 7510 [email protected]

Donald R. Crawshaw New York +1 212 558 4016 [email protected]

One Firm Worldwide

13 Offices

United States

720+ Lawyers

Europe

120+ Lawyers

Asia/Pacific

50+ Lawyers

8 Countries

4 Continents

www.sullcrom.com

NEW YORK . WASHINGTON, D.C. . LOS ANGELES . PALO ALTO

LONDON . PARIS . FRANKFURT . BRUSSELS

TOKYO . HONG KONG . BEIJING . MELBOURNE . SYDNEY

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Diversity, Equity & Inclusion

At S&C, diversity and inclusion are more than just programs—they’re an indispensable part of our culture and are interwoven in to everything we do. Our people are our greatest

strength: we’re dedicated to attracting and retaining the most diverse talent possible; we’re committed to providing our lawyers with opportunities for candid dialogue regarding diversity and inclusion; and we continue to partner with external organizations that share our dedication to growing the pipeline of diverse lawyers.

44Our lawyers speak 44 different

languages fluently

50%Our 10-member Management

Committee is diverse with 2 women, 1 Latinx and 2 LGBT partners

10%One of the highest percentages

of LGBT partners among large NYC law firms

They are very commercial, as well as knowing the law, and extremely rigorous. They handle complexity extremely well, are excellent at communicating, and are sensitive to different cultures while still giving great advice.” Chambers Global

33%Associates are racially diverse

Commitment to Diversity, Equity & Inclusion

S&C is committed to fostering a diverse and inclusive work environment. We believe the broader the array of backgrounds, perspectives and life experiences from which we have to draw, the broader the lens through which the complex legal issues we work on can be viewed, leading us to provide the most innovative solutions for our clients. 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 affiliation.

Pro Bono

Commitment to pro bono work has been a core value of S&C since our founding. Over the years, we’ve helped clients and nonprofit organizations in need, changing lives and making

legal history. Today, our pro bono practice, which is led by Special Counsel Jessica Klein, spans a wide range of issues and reflects the diversity of our lawyers’ interests.

Our culture of excellence extends to the hundreds of pro bono matters we handle every year. In addition to helping others, pro bono work contributes significantly to our lawyers’ personal and professional development and further sharpens their legal skills. Our pro bono practice includes innovative projects that allow for the type of creative, dynamic lawyering that is the hallmark of our work for corporate clients.

Our programs include: asylum applications; adoption cases; estate planning for HIV-positive patients; impact litigation with the ACLU-LGBT Rights Project; transgender name changes; the Bet Tzedek Holocaust Reparations Project; not-for-profit incorporations, including arts groups; human rights-related research projects; and voting rights protection.

350+

58K+

Current pro bono projects worldwide

Hours devoted to pro bono in 2019

BY THE NUMBERS As of December 31, 2019

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Experience these value-added services:

S&C Online Resources

COVID-19 Resources: To help our clients and the public navigate this challenging time, we have prepared an ongoing series of S&C memos, podcasts and webinars outlining and explaining legal and legislative developments. We will continue to provide updates as events unfold.

S&C Client Alerts: Receive our analysis and alerts on breaking legal developments in your selected practice areas and industries.

Legal Developments Affecting the Workplace: To stay informed of litigation and regulatory developments that affect the workplace as they occur, subscribe to our blog here.

Tune in to S&C Critical Insights, a podcast series bringing you perspectives on the latest developments in law, business and policy.

Track FCPA investigations and enforcement activity and monitor the compliance landscape on the Foreign Corrupt Practices Act Clearinghouse, created in collaboration with Stanford Law School.

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www.sullcrom.com

new york . washington, d.c. . los angeles . palo alto

london . paris . frankfurt . brussels

tokyo . hong kong . beijing . melbourne . sydney

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