More than half of S&C’s client base consists of non-U.S. commercial enterprises and government entities, and almost half of those non-U.S. clients are located in Europe. S&C has been present in Europe since the early 1900s. Today, approximately one quarter of the Firm’s corporate and finance lawyers are based in Europe and operate from our offices in three major European financial centers – London, Paris and Frankfurt. With nearly 100 Europe-based lawyers, including 28 partners, our integrated teams of European and U.S. lawyers make us a premier choice of counsel in cross-border transactions in Europe or involving European parties. In addition, our unique firm culture allows us to work as one firm with our U.S. and Asia/Pacific offices on cross-continent matters.
Our lawyers in Europe provide advice with respect to U.S., English, French, German, EC Competition and EU law, and offer particular expertise in the following core practice areas:
S&C is a leading law firm in international securities offerings and financings on both a worldwide and European basis. The Firm has advised on many of the largest and highest-profile European securities offerings and is recognized as a premiere law firm advising European issuers and their underwriters. Selected recent transactions include:
- BP Capital (UK) in connection with its $3.7 billion SEC-registered debt offering through a wholly owned subsidiary and guaranteed by BP under BP's WKSI shelf registration statement. The S&C London-based team was led by Kathryn Campbell (London).
- Porsche SE (Germany) in connection with its €5 billion rights offering, which consisted of the offering of both ordinary and preference shares of Porsche SE, with €2.5 billion of each class being offered. The S&C team was led by David Rockwell (London) and Wolfgang Feuring (Frankfurt).
- Deutsche Telekom underwriters, led by Goldman Sachs, Citigroup and Credit Suisse, in connection with the private placement of certain fixed rate notes with aggregate principal amount of $1.25 billion by Deutsche Telekom AG (Germany), through its finance subsidiary, Deutsche Telekom International Finance B.V. (Netherlands). The S&C team was led by Krystian Czerniecki (Frankfurt/Paris).
- Anheuser-Busch Inbev (Belgium) in connection with its SEC-registered offering of $1.6 billion aggregate principal amount of guaranteed notes. The notes were issued by Anheuser-Busch InBev Worldwide Inc. and are fully, unconditionally and irrevocably guaranteed by Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser-Busch Companies, Inc. The S&C team advising AB InBev was led by George White (London).
- Enel S.p.A. (Italy) in connection with the initial public offering of shares in its wholly owned renewable energy subsidiary, Enel Green Power S.p.A (EGP). Enel S.p.A. offered approximately 1.4 billion ordinary shares of EGP in a secondary only offering and raised total proceeds of approximately €2.3 billion.The S&C team advising EGP and Enel S.p.A. was led by John O’Connor (London).
- Jaguar Land Rover underwriters, led by Citi, Credit Suisse, J.P. Morgan and Standard Chartered Bank, in connection with a Rule 144A and Regulation S £1 billion equivalent offering of high yield fixed rate guaranteed senior notes by Jaguar Land Rover PLC (UK). This transaction was Jaguar Land Rover PLC’s debut high yield issuance and included a pre-marketing and was backstopped by the initial purchasers before its launch. The S&C team was led by William Plapinger (London) and Vanessa Blackmore (London).
M&A and Private Equity
S&C is consistently one of the top law firms in merger and acquisition transactions involving European companies in diverse industries, including private equity work and leveraged and acquisition finance. For the first half of 2008, S&C ranked as the number one law firm in European M&A by value advising principals and financial advisers combined (Dealogic).
Recent work includes advising on many of the leading transactions in Europe, among them our representation of:
- InBev (Belgium) in its $60.8 billion acquisition of Anheuser-Busch (U.S.);
- Endesa (Spain) in its $58.4 billion acquisition by Enel (Italy) and Acciona (Spain) in 2007;
- Alcan (Canada) in its $43 billion acquisition by Rio Tinto (U.K.) in 2007;
- Statoil (Norway) in its $29 billion acquisition of Norsk Hydro’s oil and gas business (Norway) in 2007;
- Scottish Power (U.K.) in its $22.5 billion acquisition by Iberdrola (Spain), creating Europe’s third largest utility and Spain’s largest utility in 2007;
- Silver Lake Partners (U.S.) in the $16.5 billion acquisition in 2008 of Intelsat (Bermuda) by Serafina, a special purpose acquisition vehicle formed by funds advised by BC Partners (U.K.) and Silver Lake;
- AkzoNobel (Netherlands) in its $16.1 billion acquisition of ICI (U.K.) in 2008 and its $14.5 billion sale of Organon BioSciences to Schering-Plough in 2007;
- Arcandor (formerly KarstadtQuelle), parent of Thomas Cook (Germany), in Thomas Cook’s $6 billion merger with MyTravel (U.K.) in 2007; and
- CFF Recycling in its $1.8 billion merger with Penauille Polyservices in 2007.
Project Development and Finance
The London projects team is known for its representation of sponsors of large-scale natural resources and infrastructure projects, including the groundbreaking $3.9 billion Baku-Tbilisi-Ceyhan pipeline project, the pending $1.2 billion Iskandar Development in Malaysia, the $7 billion aluminum smelter project in the United Arab Emirates, the $4.8 billion LNG project in Yemen and the $3.3 billion Ambatovy nickel and cobalt project in Madagascar.
Real Estate Private Equity and Finance
The Firm has an active European real estate and infrastructure practice, primarily representing U.S.-based investors in a wide range of real estate private equity investments in, among other countries, France, Germany, Italy, Russia, Spain, Sweden, Switzerland and the U.K. S&C also represents issuers and/or underwriters in securities offerings by European real estate companies. Recent work includes representation of Rodamco Europe (Netherlands) in its $15 billion acquisition by Unibail Holding, Goldman Sachs’ Whitehall funds (U.S.) in numerous European real estate acquisitions and dispositions such as the acquisition of KarstadtQuelle’s property group (Germany), and the Spanish property group Realia in its $1.04 billion IPO.
Competition Law / Antitrust
Sullivan & Cromwell has broad experience in antitrust and competition law matters, including providing a “one-stop shop” for securing clearances in the EU and the United States for M&A and joint venture transactions involving European companies. Recent work includes both U.S. and EU clearances for the $68.1 billion acquisition of Aventis (France) by Sanofi (France), the $11.3 billion acquisition of Winterthur (Switzerland) by AXA (France), Arcandor’s (Germany) acquisition of MyTravel (U.K.) and the $26 billion acquisition of Hilton Hotels (U.S.) by The Blackstone Group (U.S.).
S&C represents European companies in disputes before U.S. courts, French and other companies in disputes before French courts, and in arbitrations, mediations and other alternative dispute resolutions in Europe and around the world. The Firm’s Litigation Group includes a strong London-based team whose recent work includes representing TeliaSonera (Sweden) with respect to its investment in Turkcell (Turkey), and Manuli Rubber (Italy), Morgan Crucible (U.K.) and Rio Tinto (U.K.) in U.S. antitrust litigation.
Located in London, New York and Paris, Sullivan & Cromwell’s highly regarded Tax Group consists of nearly 50 U.S., French and U.K. tax lawyers, who are available to advise, on a regular basis, clients solely on taxation matters, as well as clients who retain Sullivan & Cromwell generally or with respect to particular transactions. The Group plays a leading role in M&A and other transactions and in structuring new financial instruments, and represents prominent European industrial and financial companies in U.S., French, U.K. and cross-border tax matters. The head of the Firm’s worldwide Tax Group is based in our London office, which offers both U.S. and U.K. tax capabilities, and our extensive French tax practice is conducted from Paris.