S&C FRANKFURT OFFICE - careers.sullcrom.com7 Below we detail some of our 2016-18 work highlights, with IPO transactions shaded in blue: 2016–18 ECM HIGHLIGHTS Issuer Type Size Bayer*

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 Office

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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 office of this US firm 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 office in 1995.

The German law team was established in 2001 with the arrival of two leading German

lawyers as partners of the Firm, and the Frankfurt legal staff now comprises German,

U.S. and dual-qualified lawyers.

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

and financial institutions, offering specialist expertise in general corporate law and, in

particular, in:

� capital markets/securities

� mergers & acquisitions/private equity

� financing/restructuring

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

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

team to work on many complex and high-profile 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 benefit of international firm 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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SS&C’s Frankfurt team has a long track record of advising on many of the most

significant 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 2018 and 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 IFLR

Europe Awards 2017. S&C continues to advise on a healthy mix of issuer, underwriter and

selling shareholder engagements.

“ One of the top tier law firms 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 )

“ “If you look at their ECM practice it’s in a class of its own.”

C H A M B E R S E U R O P E ( 2 0 1 8 ) C A P I T A L M A R K E T S : G E R M A N Y

“ The firm 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 19 largest IPOs in Germany.:

Issuer Date Size

Deutsche Post* 11/2000 €6.246 billion

Infineon Technologies* 03/2000 €6.069 billion

innogy** 10/2016 €4.641 billion

Siemens Healthineers** 03/2018 €4.200 billion

Knorr-Bremse 10/2018 €3.900 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

Schaeffler* 10/2015 €0.937 billion

Source: Thomson Reuters and S&C data, January, 2019

* 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 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* � capital increase €5.9 million

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

Schaeffler** � 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, January 2019



*** 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

Porsche* 04/2011 €5.67 billion

Infineon Technologies* 03/2000 €5.40 billion

Allianz* 04/2003 €4.48 billion

Volkswagen 04/2010 €4.25 billion

Source: Thomson Reuters and S&C data, February, 2019



� 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); Schaeffler (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 G E R M A N Y – C A P I T A L M A R K E T S ( 2 0 1 7 )

Since 2000, S&C has been involved in 6 of the 10 largest capital increases in Germany:

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Source: Bloomberg, February 2019

* 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 firm Thomson recognizes as involved in the deal.

E M E A E Q U I TY I P O

( C O U N S E L TO T H E M A N AG E R )

Ranked by value ($ billion)

U. S. - B AS E D F I R M S : 1 H 2 018

Sullivan & Cromwell — $6.9

Latham & Watkins — $2.4

Freshfields — $1.4

White & Case — $1.0

Source: Thomson Reuters, February 2019

* 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 firm Thomson recognises as involved in the deal.

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

( C O U N S E L TO T H E M A N AG E R )


A L L F I R M S : 1 H 2 018


White & Case — $3.7)

Latham & Watkins — $2.4

Linklaters — $2.0

“ 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 firms advising German issuers and underwriters

on debt offerings in Europe, as demonstrated by independent data compiled by

Bloomberg. We obtained a #1 ranking for the five year period 2013-2018.

� In the area of debt capital markets, we acted as ongoing counsel for bond offerings by KfW (2006–ongoing), FMS Wertmanagement (2013–2018) and the Council of Europe Development Bank (2010–2018), among others, in addition to bond issuances by Bayer (2018, 2016, 2014), Daimler (2011–2013), Deutsche Annington (Vonovia) (2013–2015), Deutsche Telekom (2006–2018), Deutsche Wohnen (2013–2017), Drillisch (2013) and LEG (2017).

Source: Bloomberg, February 2019

* 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, certificates 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 firm 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 I S S U E R )


A L L F I R M S : 1 H 2 018


Allen & Overy — $44.9

Linklaters — $35.8

Clifford Chance — $23.0

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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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Shortlisted, “Equity Deal of the Year” – for acting as issuer’s counsel on the IPO of Delivery Hero and underwriter’s’ counsel on the IPO of Landis+Gyr by IFLR European Awards, 2018

Shortlisted, “Debt & Equity Team of the Year”, IFLR Europe Awards, 2019

Winner, “Deal of the Year – Loans” - for work on Bayer’s syndicated bridge loan as part of the financing of its $66 billion acquisition of Monsanto IFLR European Awards, 2017

“ They really execute the matters to the highest level and are extremely experienced in capital markets transactions. They are deal-oriented and make sure that our interests are protected.”

C H A M B E R S E U R O P E ( 2 0 1 9 )

“ The lawyers are so quick, they can provide a view on really short notice. The firm works on many large mandates but they still make us feel like an important client.“

C H A M B E R S E U R O P E ( 2 0 1 7 )

“ 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 D E U T S C H L A N D ( 2 0 1 7 )

“ Sullivan & Cromwell continues to earn its renown throughout the world as a law firm with a broad transactional practice, and a firm whose attorneys elegantly blend technical legal expertise with commercial sensibility.”

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

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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 first 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

finalist 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 office has worked as counsel on some landmark transactions over the last eight years, such as advising:

Merck (U.S.) � on its tender offer for Versum Materials for €5.2

billion (pending)

Morgan Stanley Infrastructure Partners (U.S.) � in connection with its delisting offer for all

outstanding shares in VTG (pending)

� in connection with its € 1.5 billion takeover of VTG (2018)

AEOS Investment (Germany) and CEOS Investment (Germany)

� as sellers in connection with BEOS AG’s (Germany) acquisition by Swiss Life (Switzerland) (2018)

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 (2018)

Praxair (U.S.) � in connection with its $80 billion merger of equals

with Linde (Germany) (2018)

Spirit AeroSystems Holdings (U.S.)

� on its definitive agreement to acquire S.R.I.F., the parent company of Asco Industries, (Belgium) (2018)

Uniper (Germany)

� in connection with the tender offer for all its shares launched by competitor Fortum (Finland). The offer valued 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)

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 acquisition of Braas Monier Building Group (Luxembourg) (2017)

OFFICEFIRST Immobilien (Germany) � on its sale to Blackstone Real Estate Partners Europe

IV for €3 billion (2017)

TLG Immobilien (Germany) � in connection with the €930 million public exchange

offer for WCM Beteiligungs- und Grundbesitz-AG (Germany) (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 affiliate’s voluntary public

takeover offer to the shareholders of ISARIA Wohnbau (Germany) for approximately €317 million (2016)

Verifone Holding (Germany) � in connection with its acquisition of paymorrow

(Germany) (2016)

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Source: Thomson Reuters, January 2019

Source: Thomson Reuters, January 2019

C O M P L E T 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

C O M P L E T 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 : 2 018

U. S . - B AS E D F I R M S : 2 018



Linklaters — $113.1

Cravath — $105.5

Cravath — $105.7

Shearman & Sterling — $69.1

Freshfields — $89.1

Debevoise & Plimpton — $66.1

M&A/Private Equity continued

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“ Content-wise they are obviously strong, but they are also very reliable. They do their work and their eyes are wide open so they understand what’s going on left and right of the project. They also understand the economic aspects and it helps them deliver appropriate advice.”

C H A M B E R S E U R O P E , G E R M A N Y, M & A ( 2 0 1 9 )

“ 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 office of this US firm 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, significant domestic and cross-border M&A

and private equity transactions involving principals as well as financial advisers.

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

Merck (U.S.)

� on its tender offer for Versum Materials for €5.2 billion (pending)

Morgan Stanley Infrastructure Partners (U.S.) � in connection with its delisting offer for all

outstanding shares in VTG (pending)

� in connection with its planned € 1.5 billion takeover of VTG (2018)

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

(2018)

Beos (Germany)

� advised shareholders of Beos on the company’s sale to Swiss Life Holding for an undisclosed amount (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 (2018)

Praxair (U.S.) � in connection with its $80 billion merger of equals

with Linde (Germany) (2018)

Uniper (Germany) � in connection to a proposed voluntary tender offer

for all its shares launched by competitor Fortum (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 financing (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 affiliate, 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 definitive 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.), Brookfield 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 firm for M&A: no other law firm 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 €7 trillion, S&C is the leading law firm in mergers and acquisitions

worldwide.

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

Source: Thomson Reuters, January 2019 – Data include representations of both principals and financial advisers.

Source: Thomson Reuters, February 2019 – 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 completed with any European involvement – ranked by value ($ billion)

U. S. - B AS E D F I R M S : 2 018

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


A L L F I R M S : 2 018

Sullivan & Cromwell — $235

Sullivan & Cromwell — $753

Davis Polk — $195

Davis Polk — $569

Shearman & Sterling — $174

Skadden — $494

Cravath — $144

White & Case — $478

Skadden — $142

Watchtell Lipton — $433

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Financing/Restructuring

S&C’s Frankfurt office has extensive experience advising borrowers and financial sponsors,

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

range of financing matters, including acquisition financings, refinancing 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:

� Altran on the financing of its acquisition of Aricent partially through the creation of a €2.125 billion Term B Loan (2018)

� A consortium led by Bank of America Merrill Lynch as bookrunners to Tele Columbus in connection with the private placement of €650 million 3.875% senior secured notes maturing in 2025 to partially refinance its €1.3 billion senior secured credit facilities agreement (2018)

� Diebold on the financing of its acquisition of Wincor Nixdorf (2016); on a new $650 million financing backed by GSO Capital Partners and Centerbridge (2018)

� 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: refinancing 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 financial covenants (2017); representing Goldman Sachs Credit Funds in a €75 million facilities agreement to Tele Columbus (2018)

� HelloFresh in a €80 million working capital facilities agreement with BNP Paribas, Rabobank, Deutsche Bank and JP Morgan and on increasing HelloFresh’s revolving facility commitments from €30 million to €60 million (2018)

� LEG Immobilien on the amendment of several real estate financings in an aggregate amount of approximately €900 million to secure favourable financing conditions and extend maturities, on the financing on the acquisition of real estate portfolios (2015) as well as its inaugural €500 million standalone bond issuance (2017); on a new €100 million facility agreement with Commerzbank (2018)

� Morgan Stanley Infrastructure Partners in connection with a 750 million bridge facility to finance the €1.5 billion takeover of VTG AG (2018)

� Rhône Capital and their portfolio company Zodiac Pool Systems on multiple financing matters including the refinancing of the existing credit facilities for both companies post-merger (2018)

� Tinicum portfolio company AMI Doduco in an amendment of its $150 million precious metals consignment agreement (2017); several amendments of its $150 million precious metals consignment agreement that is secured by collateral (including precious metals) (2018)

� 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 finalist 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” (2017)

� Deutsche Wohnen in connection with a bridge loan financing and other related financings linked to the expansion of its portfolio (2017); and in the establishment of a commercial paper program and several private bond placements (2017)

� Bayer on its mandatory convertibles concurrent placement in connection with its $67 billion acquisition of Monsanto (2016)

� Deutsche Annington (Vonovia) on the financing (credit facilities and hybrid bonds) of its acquisition of GAGFAH (2015)

� Goldman Sachs International, J.P. Morgan Securities and BNP Paribas as underwriters and arrangers for the acquisition financings in connection with Tele Columbus Group’s acquisitions of (i) the PrimaCom group (2015), and (ii) the pepcom group (2015)

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� Tele Columbus, advising the mandated lead arrangers, in relation to a significant refinancing 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 financing 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 financing and capital markets financings, which was the largest restructuring in Israeli history. This involved financings 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)

� Whitehall Funds and Goldman Sachs Real Estate on various acquisition financing and debt restructuring matters in Europe (various)

� Tinicum portfolio company AMI Doduco on the initial negotiation and several amendments of a precious metals consignment agreement and on other working capital financings (from 2011)

� Internationally, the financing 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 (Various)

Winner, “Deal of the Year – Loans” by IFLR European Awards (2017) for work on Bayer’s syndicated bridge loan in connection with the financing of its $66 billion acquisition of Monsanto

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“ S&C won Law Firm of the Year for Banking & Finance at the JUVE Awards in 2018, and 2013. In addition S&C has been shortlisted for Law Firm of the Year for Banking & Finance at the JUVE Awards five times in the past six years (2013, 2015, 2016 and 2017). The awards are based on leading, German legal market researcher JUVE’s findings, as well as law firm and in-house interviews.”

J U V E A W A R D S ( 2 0 1 8 )

“ 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 )

“ They are outstanding in terms of efficiency under pressure, in their ability to deal with the topics and to offer solutions in a proactive way.”

C H A M B E R S E U R O P E ( 2 0 1 9 )

“ 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

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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)

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Since our Frankfurt office 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 specific 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 significant

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

Frankfurt office 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 firm and belongs among the best corporate law firms. Having been represented in Frankfurt since 1995, the firm has an excellent reputation thanks to its capital markets and M&A practices. Other core components of the German office 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 firm 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 )

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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)

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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 office, established in 1972, comprises approximately 85 lawyers (including 17 partners), nearly half of whom are English-law qualified. They have expertise in U.K. and U.S. corporate finance, M&A, private equity, credit, leveraged and acquisition finance, project finance, restructuring, EU and U.K. competition law and U.S. antitrust, real estate, litigation and U.K. and U.S. tax. The London office 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 office, first opened in 1927, is the oldest of the Firm’s European offices. 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 finance matters, including equity and debt capital markets, and cross-border and domestic M&A (including private equity). The office also has a significant French tax practice, as well as projects and litigation practices. More than half of our Paris-based lawyers practice French and EU law.

B R U S S E L S

� The S&C Brussels office, established in 2017, works seamlessly with lawyers from other S&C offices 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.

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B R U S S E L SL 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 YOPA 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

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

Integrated Legal ServicesThrough an international network of 13 offices located in leading financial 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

31

Unique Business Model

B R U S S E L SL 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 YOPA 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

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

EUROPE 120 +

Lawyers

ASIA/PACIFIC

50 + Lawyers

Unlike many law firms with an international reach that have grown by acquiring other law firms,

S&C has built its international practice in response to our clients’ needs by staffing each of our

offices around the world, for the most part, with lawyers who have been with S&C their entire careers.

This unique business model ensures that our Firm’s common culture of intense commitment to

excellence and dedication to serving our clients remains consistent in every location around the

world. S&C is able to assemble integrated multidisciplinary and multicultural teams that will function

at the same high level, regardless of the jurisdiction or the nature of the matters we handle.

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 affiliation.

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 firm.

� Our lawyers work on transactions that are significant not only because of their size, but also because of their complexity and impact on the 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 fluently 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 first office at Wall and Broad Streets, New York.

36

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 office:

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

We offer both newly qualified 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 offices 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

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

not a requirement.

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

an employee at the Firm can do so with a successfully tested, flexible 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 offices are possible.

As a part of a globally integrated firm, 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 firm welcomes and supports their associates to stay in one of its foreign offices.”


“ 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 firm 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 firms with a strong focus on transactions. After S&C entered the German market in 2001, all five 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 satisfied with their career prospects.”


“ In Azur surveys, the associates give their firm stellar grades, in particular for the working atmosphere, but also overall.”


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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 flexibility 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 flexible 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, flexible 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 at S&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 firm 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-specific foreign

language training (Fachspezifische 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 firm demands high quality from its associates. This does not come as a surprise as this Wall Street firm is counted among the absolute market leaders in its areas of specialization. The firm’s only German office 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 firm is further specialization possible.”


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

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

German language skills for the Frankfurt office. Interested summer associates

may also be given the opportunity to work in the Frankfurt office for a portion of

the summer.

Applicants for 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


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Copyright © 2019 Sullivan & Cromwell LLP (03/19) | LG4773Lawyers in the Frankfurt office of Sullivan & Cromwell LLP qualified 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 office are registered with the Rechtsanwaltskammer in Frankfurt am Main as foreign lawyers (Rechtsberater). All lawyers in the Frankfurt office who are qualified 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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Documents

S&C FRANKFURT OFFICE - careers.sullcrom.com7 Below we detail some of our 2016-18 work highlights, with IPO transactions shaded in blue: 2016–18 ECM HIGHLIGHTS Issuer Type Size Bayer*