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:
- Anheuser-Busch InBev SA/NV (Belgium) in multiple SEC-registered notes offerings aggregating over $4 billion. The London based team was led by George White (London).
- BP Capital Markets plc (U.K.) in its $3 billion SEC-registered global bonds offering. The S&C London-based team was led by Kathryn Campbell (London).
- Coca Cola HBC Finance BV (Netherlands) in connection with its $1.06 billion SEC-registered guaranteed medium-term notes offering. The proceeds from the offering were used for the repurchase of certain existing notes pursuant to an invitation to tender completed on the same day. The balance will be applied to repay $500 million 5.125 percent notes due September 2013 issued in the United States guaranteed by Coca-Cola Hellenic and for general corporate purposes. The S&C London-based team was led by George White (London).
- The underwriters in the $3.21 billion rights offering by Commerzbank AG, Germany’s second-largest bank. The new shares were offered to shareholders for subscription at a price of €4.50 per new share in a public offering in Germany, as well as in private placements in the United States to qualified institutional buyers as defined in Rule 144A and outside the United States to other institutional investors in reliance on Regulation S. The Frankfurt-based team was led by Carsten Berrar (Frankfurt) and Wolfgang Feuring (Frankfurt).
- Deutsche Annington Immobilien (Germany), owners of Germany’s largest residential real estate portfolio, in its $639 million IPO and Frankfurt listing of common stock pursuant to Rule 144A/Reg S. Shortly after the commencement of trading in Deutsche Annington’s shares, the company launched the offering of its first unsecured senior bonds in an aggregate nominal amount of €1.3 billion (approximately $1.7 billion). The S&C Frankfurt-based team was led by Carsten Berrar (Frankfurt).
- Diageo Capital PLC as counsel in its $3.25 billion SEC-registered senior notes offering. The S&C London-based team was led by Richard Morrissey (London).
- Eléctricité de France SA (France) in its $3 billion perpetual subordinated notes offering pursuant to Rule 144A/Reg S. The S&C Paris-based team included Krystian Czerniecki (Frankfurt), Chris Payne (Paris) and Olivier de Vilmorin (Paris).
- As regular counsel to the underwriters in European Investment Bank’s (Luxembourg) global notes offerings, including recent $5 billion SEC-registered global medium term notes offering. The S&C London-based team was led by Kathryn Campbell (London).
- Evonik Industries AG (Germany), one of the world’s leading producers of specialty chemicals, in connection with its $400 million IPO and Frankfurt and Luxembourg listing of common stock pursuant to Rule 144A/Reg S. The Frankfurt-based team was led by Carsten Berrar (Frankfurt) and Wolfgang Feuring (Frankfurt).
- The underwriters, led by BofA Merrill Lynch, Deutsche Bank Securities, HSBC, Lloyds Securities and Morgan Stanley, in connection with the $500 million high-yield guaranteed senior notes offering by Jaguar Land Rover Automotive PLC (U.K.) pursuant to Rule 144A/Reg S. The lower coupon for the new notes reflected, among other things, Jaguar Land Rover’s upgraded credit rating, its improved consolidated trading and liquidity position and strong market demand for high-yield instruments. The S&C London-based team was led by George White (London) and Vanessa Blackmore (London).
- KfW Bankengruppe (Germany) in ten global notes transactions with aggregate proceeds in excess of $30 billion since 2013. The S&C Frankfurt-based team was led by Krystian Czerniecki (Frankfurt).
- The selling shareholders, GS Capital Partners and KKR & Co., in connection with KION Group AG’s (Germany) $538 million IPO and Frankfurt listing of common stock. The S&C team was led by York Schnorbus (Frankfurt) and Carsten Berrar (Frankfurt).
- Total S.A. (France) in an SEC-registered offering of guaranteed notes in an aggregate principal amount of $3 billion, of which $1 billion 2.125% notes due 2018 were issued by Total Capital and $500 million 1% notes due 2016, $500 million floating rate notes due 2018 and $1 billion 3.7% notes due 2024 were issued by Total Capital International. The S&C team was led by Krystian Czerniecki (Frankfurt).
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.